Common use of Events of Default Remedies Clause in Contracts

Events of Default Remedies. If any of the following events shall occur and be continuing: (a) 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 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence of the Parent or the Borrower), 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 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) 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 bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any 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 Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts 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) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 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 payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

Events of Default Remedies. If (a) The occurrence of any of the following events shall occur and be continuingconstitute an “Event of Default” hereunder: (ai) the Borrower shall fail fails to pay any principal of any Loan or Reimbursement Obligation when due interest payable under the Notes in accordance with the their terms hereof; or the Borrower shall fail and such failure to pay any interest on any Loan, Reimbursement Obligation, any fees hereunder is not cured within ten (10) days after written notice from Lender; (ii) Borrower fails to observe or perform any other amount payable hereunder or under any other Loan Document within five 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence term of the Parent or the Borrower)Notes, 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)Document, and such default shall continue unremedied failure to observe or perform continues for a period of more than 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party failure shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating first become known to any such Indebtedness or Contingent Obligations or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect Authorized Officer 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 Borrower; (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) Borrower or any other Loan Party shall commence any case, proceeding or other action (A) under intentionally makes any existing materially incorrect or future law of any jurisdictionmisleading representation, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to itwarranty, or seeking certificate to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, Lender; or (B) seeking intentionally makes any materially incorrect or misleading representation in any financial statement or other information delivered to Lender; (iv) Borrower becomes insolvent or unable to pay its debts as they become due; (v) Borrower (A) makes an assignment for the benefit of creditors; (B) consents to the appointment of a custodian, receiver, trustee, custodian, conservator or other similar official trustee for it itself or for all or any a substantial part of its assets; or (iiC) there shall be commenced against Borrower commences or consents to any other Loan Party proceeding under any casebankruptcy, proceeding reorganization, liquidation, insolvency or other action similar laws of any jurisdiction; (vi) a nature referred to in clause (i) above that (A) results in the entry of an order custodian, receiver or trustee is appointed for relief Borrower, or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 assets, without its consent and is not removed within 60 days after such appointment; (vii) proceedings are commenced against Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and such proceedings remain undismissed for 60 days after commencement; (viii) any judgment is entered against Borrower, or any attachment, levy or garnishment is issued against any property of Borrower, in excess of $25,000, individually or in the entry of an order for any such relief that shall aggregate, and which judgment, attachment, levy or garnishment has not have been discharged, vacated, discharged, bonded or stayed within 60 days of being so entered or bonded pending appeal for a period of 30 consecutive days following after such issuance; (ix) other than with respect to this Agreement or the entry thereof; or (iv) Borrower or any other Loan Party shall take Documents, Borrower defaults under any formal action in furtherance ofagreement, obligation or indicating its consent toinstrument between Borrower and Lender, approval ofincluding without limitation the Plan of Merger and any agreements contemplated thereby and such default continues past the applicable cure periods, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any other Loan Party shall make a general assignment for the benefit of its creditorsif any; or (g) (i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iiix) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan lien on 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except Collateral in favor of Lender pursuant to the extent that Security Agreement ceases to remain a valid lien on and first priority security interest in the Collateral as a result of Borrower's action or inaction. (b) Upon the happening of any such loss of perfection or priority results from the failure of the Administrative Agent foregoing Events of Default, Lender may, in its sole discretion by notice to maintain possession of certificates representing securities pledged Borrower, (x) terminate Lender’s Commitment to make further Advances, and (y) declare all amounts owing under the Guarantee Notes, this Agreement and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; thenall other Loan Documents to be, and the same shall thereupon become, immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by Borrower; provided, however, that in the case of any such event, (A) if such event is an Event of the Events of Default specified in clause clauses 8.1(a)(iv), (iv), (vi) or and (ii) of paragraph (fvii) above with respect to Parent or the Borrower, automatically without any notice to Borrower or any other act by Lender, the Commitments Commitment of Lender to make further Advances shall immediately thereupon terminate and all amounts owing under the Loans (with accrued interest thereon) Notes, this Agreement and all other Loan Documents shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by Borrower. (c) Upon the happening of any of the foregoing Events of Default, Lender shall have all of the rights and remedies provided by any law or agreement, including the Loan Documents. Borrower shall be liable to Lender for all reasonable costs and expenses of every kind incurred in the making or collection of amounts owing due hereunder and under this Agreement the Notes and the other Loan Documents (including all amounts of L/C ObligationsDocuments, whether or not the beneficiaries including, without limitation, reasonable attorneys’ fees and court costs, and for any deficiency remaining after disposition of the then outstanding Letters of Credit Collateral. These costs and expenses shall have presented the documents required thereunder) shall immediately become due and payableinclude, and (B) if such event is without limitation, any costs or expenses incurred by Lender in any bankruptcy, reorganization, insolvency or other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 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 payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowersimilar proceeding.

Events of Default Remedies. If any (a) Each of the following events shall occur and be continuing: (a) 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 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence of the Parent or the Borrower), 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 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of Default" under this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; orNote: (i) Borrower The failure of Maker to pay when due any part of the Principal Sum, interest or other payment required to be made pursuant to this Note. (ii) The failure of Maker to observe or perform any other Loan Party shall commence any caseobligation set forth in this Note or that certain Stock Purchase Agreement between SWS Group, proceeding or other action Inc. ("SWS") and Maker, dated as of December 14, 2001 (the "SPA"); (iii) Any transfer of the Collateral by Maker to SWS as a result of an exercise (A) under any existing or future law by SWS of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debtscall right, or (B) seeking appointment by Maker of any put right, pursuant to the terms of the SPA; or (iv) If Maker (a) makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assetsMaker's property; or (iib) there shall be commenced against Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or any other Loan Party shall generally not, or shall be unable to, or shall admit admits in writing its Maker's inability to, to pay its his or her debts as they become due; (c) has a receiver, trustee or custodian appointed for, or take possession of, all or substantially all of Maker's assets, either in a proceeding brought by Maker or in a proceeding brought against Maker and such appointment is not discharged or such possession is not terminated within sixty (vi60) days after the effective date thereof or Borrower he or she consents to or acquiesces in such appointment or possession; (d) files a petition for relief under the United States Bankruptcy Code or any other Loan Party shall make a general assignment present or future federal or state insolvency, bankruptcy or similar laws (all of the foregoing hereinafter collectively called "Applicable Bankruptcy Law") or an involuntary petition for relief is filed against Maker under any Applicable Bankruptcy Law and such involuntary petition is not dismissed within sixty (60) days after the benefit of its creditors; or (g) (i) filing thereof, or an ERISA Event shall have occurredorder for relief naming Maker is entered under any Applicable Bankruptcy Law, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any composition, rearrangement, extension, reorganization or other relief of their respective ERISA Affiliates shall debtors now or hereafter existing is requested or consented to by Maker; (e) fails to have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for discharged within a period of 30 consecutive thirty (30) days after the entry thereofany attachment, sequestration or similar writ levied upon a substantial part of Maker's property; oror (f) fails to pay within thirty (30) days any final money judgment against Maker. (ib) any Loan Party shall be found responsible for (A) Upon the release by any Loan Party, any occurrence and during the continuance 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement Note, Payee may declare the entire unpaid Principal Sum 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 accrued and unpaid interest on this Note immediately become due and payable, without further notice, demand, or presentment, foreclose any liens or security interests securing all or any part hereof, or exercise any other right or remedy to which Payee may be entitled by agreement, at law, or in equity; provided, however, that no Event of Default shall be deemed to have -------- ------- occurred unless notice of the event giving rise to a potential Event of Default shall have been delivered to Maker and Maker shall have failed to correct or cure such event within fifteen (15) days following his receipt of such notice; provided further, however, that upon any Event of Default ---------------- ------- under Section 3(a)(iii) and (Biv) if such event is any other Event of Defaulthereof, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments this Note shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 automatically become due and payable forthwith, whereupon without necessity of any notice or action on the same shall immediately become due part of Payee and payablewithout the ability of Maker to cure such event. 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 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 payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit Payee shall have expired or been fully drawn upon, if any, shall be applied all rights and remedies available to repay other obligations of the Borrower hereunder and it under the other Loan Documents. After all such Letters Uniform Commercial Code as adopted in the State 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the BorrowerTexas.

Events of Default Remedies. If any of the following events (each such event herein termed an "Event of Default") shall occur and be continuinghappen, that is to say: 7.1.1. the Borrower shall fail to make any payment of Principal Amount of this Note when due, whether at maturity by acceleration or otherwise; 7.1.2. the Borrower shall fail to perform or observe any of the other covenants, agreements or provisions set forth herein or in the Option Agreement, Stock Purchase Agreement or Pledge Agreement; or 7.1.3. The Borrower shall: (a) commence a voluntary case under Title 11 of the Borrower United States Code as from time to time in effect, or authorize, by appropriate proceedings of its board of managers or other governing body, the commencement of such a voluntary case; (b) have filed against it a petition under said Title 11 which shall not have been dismissed within 30 days after the date on which said petition is filed, or file an answer or other pleading within said 30-day period admitting or failing to deny the material allegations of such a petition, or seeking, consenting to or acquiescing in the relief therein provided, or fail to pay any principal controvert timely the material allegations of any Loan such petition; (c) have entered against it an order for relief in any involuntary case commenced under said Title 11; (d) seek relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or Reimbursement Obligation when due reorganization of debtors or to the modification or alteration of the rights of creditors, or consent to or acquiesce in accordance with the terms hereof; such relief; (e) have entered against it any order by a court of competent jurisdiction (i) finding it to be bankrupt or the Borrower shall fail to pay any interest on any Loaninsolvent, Reimbursement Obligation(ii) ordering or approving its liquidation, any fees hereunder reorganization or any other amount payable hereunder modification or under any other Loan Document within five Business Days after any such interestalteration of the rights of its creditors or (iii) assuming custody of, fees or appointing a receiver or other amounts becomes due in accordance with the terms hereofcustodian for, all or a substantial part of its property; or (bf) any representation make an assignment for the benefit of, or warranty made enter into a composition with, its creditors or deemed made by any Loan Party herein appoint or in any other Loan Document or that is contained in any certificate, document or financial consent to the appointment of a receiver or other statement furnished by it at any time under custodian for all or a substantial part of its property. then and in connection with this Agreement or any each and every such other Loan Document when made which case, Xxxx shall be false or misleading in any material respect when made; or (c) any Loan Party shall default notify the Borrower of such Event of Default and, in the observance or performance event such Event of any covenant contained in Sections 6.3 Default is not cured by Borrower within thirty (as it relates to the existence of the Parent or the Borrower), 6.5, 6.6 or 6.9, or Section 7; or (d30) 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 30 days after the earlier of the date such Loan Party obtains knowledge of such default notice, Xxxx may declare all or any part of the date on unpaid Principal Amount to be forthwith due and payable (unless there shall have occurred an Event of Default under Section 7.1.3 hereof, in which written notice thereof is given to case the Borrower by the Administrative Agent; or (e) any Loan Party unpaid balance of this Note shall (i) default in making any payment of any principal of automatically become due and payable), and thereupon such unpaid Principal Amount or part thereof, together with interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans accrued thereon and Non-Recourse Indebtedness) beyond the period of graceall other sums, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) 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 bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any 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 Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing payable under this Agreement and the other Loan Documents (including all amounts of L/C ObligationsNote, 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 following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 so 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 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 payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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 Sectionwithout presentation, presentment, demand, protest and all other notices or further demand or notice of any kind kind, all of which are hereby expressly waived to the extent not prohibited by applicable law that cannot be waived, and Xxxx, subject to the Subordination Agreement, may proceed to enforce payment of such amount or part thereof in such manner as it or they may elect, including the transfer the Pledged Shares to its own account, with the Principal Amount and interest due under this Note being reduced by the Borroweramount equal to (i) the number of Pledged Shares transferred to Xxxx, multiplied by (ii) the Second Exercise Price, and if additional Principal Amount and interest remain outstanding under this Note, Xxxx may proceed to protect and enforce its or their rights by suit in equity, action at law and/or other appropriate proceeding either for specific performance of any covenant, provision or condition contained or incorporated by reference in this Note or the Pledge Agreement, or in aid of the exercise of any power granted in this Note or the Pledge Agreement; provided; however, that it is agreed and acknowledged that Xxxx'x recourse hereunder shall be limited to the Pledged Shares and after 269 days Borrower may only cure such default by exercise of the Borrower Put right referred to in Section 5.3 hereof.

Events of Default Remedies. If any of the following events shall occur and be continuing: Upon (ai) the Borrower shall fail failure of Seller to pay comply with or perform any principal of any Loan agreement or Reimbursement Obligation when due obligation to be complied with or performed by Seller in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loanthis Agreement, Reimbursement Obligation, any fees hereunder or any other amount payable hereunder or under any other Loan Document which failure has not been cured within five Business Days after any such interest, fees (or other amounts becomes due in accordance with the terms hereoftwo Business Days for a failure to deliver Distributions) of Seller having been so notified by Buyer; or (bii) any a representation or warranty made or repeated or deemed to have been made or repeated by any Loan Party herein or Seller 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 when made which shall be false proves to have been incorrect or misleading in any material respect when maderespect; or (ciii) any Loan Party shall default in Seller (1) becomes insolvent or is unable to pay its debts as they become due; (2) makes a general assignment, arrangement or composition with or for the observance benefit of its creditors; (3) institutes or performance has instituted against it a proceeding seeking a judgment of any covenant contained in Sections 6.3 (as it relates to the existence of the Parent insolvency or the Borrower), 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 bankruptcy or any other Loan Document (relief under any bankruptcy or insolvency law or other than as provided in paragraphs (a) through (c) of this Section 8), and such default shall continue unremedied for a period of 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was createdsimilar law affecting creditors’ rights, or (ii) default in the observance a petition is presented for its winding-up or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations or contained in any instrument or agreement evidencingliquidation, securing or relating theretoand, 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) Borrower or any other Loan Party shall commence any case, proceeding or other action petition instituted or presented against it, such proceeding or petition (A) under any existing results in a judgment of insolvency or future law bankruptcy or the entry 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 itor the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or seeking to adjudicate it restrained in each case within 30 days of the institution or presentation thereof; (4) has a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, resolution passed for its winding-up, official management or liquidation, dissolution, composition ; (5) seeks or other relief with respect becomes subject to it or its debts, or (B) seeking the appointment of a an administrator, provisional liquidator, conservator, receiver, trustee, custodian, conservator custodian or other similar official for it or for all or any substantial part of substantially all its assets; (6) has a secured party (other than the Buyer) take possession of all or (ii) there shall be commenced against Borrower substantially all its assets or any other Loan Party any casehas a distress, proceeding execution, attachment, sequestration or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such adjudication process is not dismissed, discharged, stayed or appointment restrained, in each case within 30 days thereafter; (7) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (B1) remains undismissed or undischarged for a period of 60 daysthrough (6); or (iii) there shall be commenced against Borrower or 8) takes 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) aboveforegoing acts; or (viv) Borrower Seller disaffirms, disclaims, repudiates or any other Loan Party shall generally notrejects, in whole or in part, or shall be unable tochallenges the validity of, its pledge of Collateral or shall admit in writing its inability toother obligations hereunder (any of the foregoing, pay its debts as they become due; or (vi) or Borrower or any other Loan Party shall make a general assignment for the benefit an “Event 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 Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(sDefault”), Buyer may exercise (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred cause its agents or will be assessed Withdrawal Liability 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 conditionsco-agents, if any, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after the entry thereof; or (iexercise) any Loan Party shall be found responsible for or all of the remedies available to it (Aor to such agents or co-agents) 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in applicable law. Without limiting the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure generality of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; thenforegoing, and in any such event, (A) if such event is an Event of Default specified shall have occurred and be continuing, Buyer may exercise, in clause (i) or (ii) of paragraph (f) above with respect addition to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing rights and remedies given by law or this Agreement, all the rights and remedies of a secured party under this Agreement the UCC (whether or not in effect in the jurisdiction where such rights are exercised 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 following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice UCC applies to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (iiaffected Collateral) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 any Collateral. Seller agrees that it will execute and deliver such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn documents and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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 take such other Person action as Buyer deems necessary or advisable in order that any such sale or other disposition may be lawfully entitled thereto). Except as expressly provided above made in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowercompliance with law.

Events of Default Remedies. If The occurrence of any of the following events shall occur and be continuingconstitute an Event of Default hereunder with respect to any particular series of Securities: (a) default in the Borrower shall fail to pay any principal due and punctual payment of any Loan or Reimbursement Obligation installments of interest upon any of the Securities of that series as and when the same shall become 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 and payable hereunder or under any other Loan Document within five Business Days after any and continuance of such interest, fees or other amounts becomes due in accordance with the terms hereof; default for a period of 30 days: or (b) default in the due and punctual payment of the principal of (or premium, if any, on) any representation of the Securities of that series as and when the same shall become due and payable either at maturity, by declaration as authorized by this Indenture, 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 when made which shall be false or misleading in any material respect when madeotherwise; or (c) failure on the part of the Corporation duly to observe or perform any Loan Party shall default other of the covenants or agreements on the part of the Corporation set forth in the observance Securities of that series or performance in this Indenture (other than those set forth exclusively in the terms of Securities of any covenant contained in Sections 6.3 (as it relates series other than that series) continued for a period of sixty days after there has been given, by registered or certified mail, to the existence Corporation by the Trustee, or to the Corporation and the Trustee by the holders of at least thirty-three percent in principal amount of the Parent or Securities of that series at the Borrower)time outstanding, 6.5, 6.6 or 6.9, or Section 7a written notice specifying such failure and requiring the same to be remedied and stating that such notice is a "Notice of Default" hereunder; or (d) any Loan Party shall default the entry of a decree or order by a court having jurisdiction in the observance premises granting relief in respect of the Corporation in an involuntary case under the Federal Bankruptcy Code adjudging the Corporation a bankrupt or performance insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of any other covenant contained or in this Agreement respect of the Corporation under the Federal Bankruptcy Code or any other Loan Document applicable Federal or State law, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other than as provided in paragraphs (a) through (csimilar official) of this Section 8)the Corporation, or of any substantial part of the respective properties of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such default shall continue unremedied decree or order unstayed and in effect for a period of 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent120 days; or (e) any Loan Party shall (i) default in making any payment the institution by the Corporation of any principal of proceedings to be adjudicated a bankrupt or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was createdinsolvent, or (ii) default in the observance consent by the Corporation to the institution of bankruptcy or performance insolvency proceedings against it, or the filing by the Corporation of any other agreement a petition or condition relating to any such Indebtedness answer or Contingent Obligations consent seeking reorganization or contained in any instrument or agreement evidencing, securing or relating thereto, relief under the Federal Bankruptcy Code or any other event shall occur applicable Federal or condition exist, the effect of which default or other event or condition is to causeState law, or the consent by the Corporation 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 filing of any such Indebtedness constituting petition or to the appointment of a Contingent Obligation) to become payable; providedreceiver, that a defaultliquidator, event custodian, assignee, trustee, sequestrator (or condition described in clause (i), (ii) or (iiiother similar official) of this paragraph (e) shall not at the Corporation, or of any time constitute substantial part of the respective properties of either, or the making by the Corporation of an Event assignment for the benefit of Default unlesscreditors, at or the admission by the Corporation in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Corporation in furtherance of any such time, action. In case one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) Events of this paragraph (e) Default specified above shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount any particular series of which is $10,000,000 or more; or (i) Borrower or any other Loan Party shall commence any caseSecurities, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any 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 Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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; then and in each case in clauses (i) through (v) aboveand every such case, such event or condition, together with unless the principal of all other such events or conditions, if any, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession Securities of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts 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 that series shall have presented the documents required thereunder) shall immediately already become due and payable, and (B) if such event is any other Event either the Trustee or the holders of Default, either or both not less than thirty-three percent in aggregate principal amount of the following actions may be taken: (i) with the consent Securities of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shallthat series then outstanding hereunder, by notice in writing to the Borrower Corporation (and to the Trustee if given by Securityholders), may declare the Commitments to principal or, in the case of Discounted Securities, such amount of principal as may be terminated forthwithprovided for in such Securities, whereupon of all the Commitments shall immediately terminate; and (ii) with the consent Securities of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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) that series to be due and payable forthwithimmediately, whereupon and upon any such declaration the same shall become and shall be immediately become due and payable. With respect to all Letters , anything in this Indenture or in the Securities 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 that series contained to the aggregate then undrawn and unexpired contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after such principal or such amount of such Letters of Credit. Amounts held in such cash collateral account principal, as the case may be, shall be applied by the Administrative Agent to have been so declared due and payable, and before any judgment or decree for the payment of drafts drawn under such Letters the moneys due shall have been obtained or entered as hereinafter provided, the Corporation shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of Credit, interest upon all Securities of that series and the unused portion thereof after all such Letters principal of Credit shall have expired or been fully drawn upon(and premium, if any, on) any and all Securities of that series which shall be applied have become due otherwise than by acceleration (with interest on overdue installments of interest (to repay other obligations the extent that payment of such interest is enforceable under applicable law) and on such principal (and premium, if any) at the rate of interest (or, in the case of Discounted Securities, at the Yield to Maturity) borne by such Securities, to the date of such payment or deposit) and the expenses of the Borrower hereunder Trustee, and any and all defaults under this Indenture with respect to the Securities of the series, other Loan Documents. After all such Letters than the nonpayment of Credit principal of (and premium, if any) and accrued interest on the Securities of that series which shall have expired or been fully drawn upon, all Reimbursement Obligations become due by acceleration shall have been satisfied remedied-then and all other obligations in every such case the holder of a majority in aggregate principal amount of the Borrower hereunder Securities of that series then outstanding, by written notice to the Corporation and to the Trustee, may waive all defaults and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under the other Loan Documents this Indenture and such proceedings shall have been paid discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, then and in full, every such case the balance, if any, in such cash collateral account Corporation and the Trustee shall be returned restored respectively to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Sectiontheir several positions and rights hereunder, presentment, demand, protest and all other notices rights, remedies and powers of any kind are hereby expressly waived by the BorrowerCorporation and the Trustee shall continue as though no such proceeding had been taken.

Events of Default Remedies. If any Each of the following events shall occur and be continuing: constitutes an "Event of Default" for purposes of this Agreement: if three (a3) consecutive payments of the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when Monthly Revenue Share Amount 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 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence of Investor are not paid by the Parent Company into the Holding Account for further distribution to the Investor on or prior to the Borrower)due date, 6.5to the extent the delay is not excused, 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 as defined in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 8)Agreement, and each such default shall continue unremedied non-payment continues for a period of 30 five (5) business days after the earlier thereafter, regardless of whether any previous payments remain outstanding; if any one (1) payment of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given Monthly Revenue Share Amount due to the Borrower Investor is not paid by the Administrative AgentCompany into the Holding Account for further distribution to the Investor on or prior to the due date, to the extent the delay is not excused, as defined in this Agreement, and the non-payment continues for a period of sixty (60) days thereafter; or (e) any Loan Party shall an involuntary proceeding has been commenced or an involuntary petition has been filed seeking (i) default liquidation, reorganization or other relief in making respect of the Company or any payment of its debts, or of a substantial part of its assets, under any principal of federal, state or interest on any Indebtedness (including any Contingent Obligationforeign bankruptcy, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of graceinsolvency, if any, provided receivership or similar law now or hereafter in the instrument or agreement under which such Indebtedness was created, effect or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) 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 bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it the Company or for all or any a substantial part of its assets, and, in any such case, such proceeding or petition has continued undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing has been entered; the Company has (i) voluntarily commenced any proceeding or filed any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) there shall be commenced against Borrower consent to the institution of, or fail to contest in a timely and appropriate manner, any other Loan Party any case, proceeding or other action of a nature referred to petition described in clause (ic) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or immediately above, (iii) there shall be commenced against Borrower apply for or any other Loan Party any case, proceeding or other action seeking issuance consent to the appointment of a warrant of attachmentreceiver, executiontrustee, distraint custodian, sequestrator, conservator or similar process against all official for the Company or any for a substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacatedassets, discharged, or stayed or bonded pending appeal for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or file an answer admitting the material allegations of a petition filed against it in any other Loan Party shall take any formal action in furtherance ofsuch proceeding, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any other Loan Party shall make a general assignment for the benefit of its creditorscreditors or (vi) take any action for the purpose of effecting any of the foregoing; or (g) if (i) an ERISA Event shall have occurredthe Company breaches any other covenant of the Company contained in this Agreement, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal breach continues for a period of 30 consecutive five (5) business days after the entry thereof; or (i) any Loan Party shall be found responsible for (A) Investor, or the release by any Loan PartyAdministrative Agent on the Investor’s behalf, any delivers written notice of its Subsidiaries or any other Person of any Hazardous Substance into the environmentbreach to the Company, or (Bii) any violation of any Environmental Law representation 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided warranty made in this Agreement by the Company shall be materially incorrect when made or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is deemed made. If an Event of Default specified in clause (i) occurs under Section 9(a), Section 9(b), or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereonSection 9(e) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligationsis continuing, 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 following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 the aggregate then undrawn and unexpired amount Outstanding Debt shall, at the option of such Letters of Credit. Amounts held in such cash collateral account shall be applied the Investor (as communicated by the Investor or the Administrative Agent on its behalf) and, in the case of an Event of Default pursuant to Section 9(c) or Section 9(d), automatically, become immediately due and payable by the Company to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the BorrowerInvestor.

Events of Default Remedies. If any 6.1 Each of the following events shall occur and be continuing: is an “Event of Default” under this Agreement: (a) the Borrower shall fail if Buyer fails to pay any principal of any Loan or Reimbursement Obligation when due in accordance with any installment of the terms hereof; or the Borrower shall fail to pay any interest on any Loan, Reimbursement Obligation, any fees hereunder purchase price or any other amount payable hereunder or under any other Loan Document within five Business Days after any such interest, fees or other amounts becomes due in accordance with the terms hereofthis Agreement; 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence of the Parent or the Borrower), 6.5, 6.6 or 6.9, or Section 7; or (d) any Loan Party shall default if Buyer defaults in the observance or performance of any other covenant contained term, covenant, or condition of Buyer under this Agreement and Buyer shall fail to remedy such default within 10 days after notice by Synexis to Buyer of such default; (c) if Buyer's interest or any portion thereof in this Agreement devolve on or pass to any other Loan Document person(s) or entity(ies), whether by operation of law or otherwise; (other than as provided in paragraphs (ad) through (c) of this Section 8), and such default shall continue unremedied for a period of 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall if Buyer: (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was createddoes not, or is unable to, or admits in writing its inability to, pay its debts as they become due; (ii) default in the observance commences or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) Borrower or any other Loan Party shall commence institutes any case, proceeding or other action (A) seeking relief on its behalf as debtor, or to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition, or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization reorganization, or relief of debtors; (iii) commences or institutes any case, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition proceeding or other relief with respect to it or its debts, or (B) action 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 Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereofproperty; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any other Loan Party shall make makes a general assignment for the benefit of its creditors; or (e) if a receiver, trustee, custodian, or other similar official is appointed for any substantial part of the assets of Buyer which appointment is not vacated or stayed within 30 days; (f) if Buyer sells, transfers, or disposes of all or substantially all of its assets, or merges or consolidates with any other entity; or (g) (i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after 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 breach of any Hazardous Substance into the environment, representation or (B) any violation warranty 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; orBuyer. (j) any guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is 6.2 If an Event of Default specified occurs, Synexis may, in clause its sole discretion, (a) with regard to a payment default, (i) suspend this Agreement without notice if payment is 30 days in arrears, or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents without notice if payment is 60 days in arrears, or (including all amounts of L/C Obligations, whether b) terminate in whole 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 in part this Agreement upon written notice to Buyer or exercise any other Event of Default, either right or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, remedy available to Synexis at law or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 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 payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowerequity.

Events of Default Remedies. If (a) The occurrence of any one or more of the following events shall occur and be continuingconstitute an "EVENT OF DEFAULT" hereunder: (ai) the Borrower shall fail Borrower's failure to pay any principal of any Loan or Reimbursement Obligation when due amount payable under the Note in accordance with the terms hereofthereof; or the provided, however, that Borrower shall fail have three (3) business days in which to cure any failure to pay any interest on any Loan, Reimbursement Obligation, any fees hereunder or any other amount payable hereunder or due under any other Loan Document within five Business Days after any such interest, fees or other amounts becomes due in accordance with the terms hereof; orNote; (bii) Borrower's breach of any representation or and warranty made or deemed made by any Loan Party herein or to Lender in any other Loan Document of the Transaction Documents 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance Borrower's breach of any covenant contained in Sections 6.3 (as it relates to the existence under any of the Parent or the Borrower), 6.5, 6.6 or 6.9, or Section 7; or Transaction Documents which is not cured within ten (d10) any Loan Party shall default in the observance or performance business days 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 30 days after the earlier of the date such Loan Party obtains knowledge Borrower learning of such default breach or the date on which written of notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 payablefrom Lender; provided, however, that a defaultif the cure will take more than ten (10) business days and Borrower is diligently pursuing such cure during such ten (10) business day period, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute then an Event of Default unless, at shall not occur with respect to such time, one or more defaults, events or conditions breach if it is cured within twenty (20) business days of the type described in clauses (i), (ii) and earlier of an officer of Borrower learning of such breach or receipt by Borrower of notice thereof from Lender; (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) 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 has an order for relief entered with respect to itagainst it under the federal Bankruptcy Code, (B) makes an assignment for the benefit of creditors, (C) applies for or seeks the appointment of a receiver, liquidator, assignee, trustee or other similar official for it or of any substantial part of its property or any such official is appointed, other than upon Borrower's request, and such unrequested appointment continues for sixty (60) days, (D) institutes proceedings seeking an order for relief under the federal Bankruptcy Code or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustmentadjustment or composition of it or any of its debts under other applicable federal or state law relating to creditor rights and remedies, winding-upor any such proceeding is filed against it, liquidationother than upon Borrower's request, dissolutionand such unrequested proceeding continues undismissed or unstayed for thirty (30) days, composition or other relief (E) takes corporate action in furtherance of any of the foregoing actions; (iv) the occurrence and continuance of any default under any lease or Indebtedness having an outstanding principal amount in excess of $10,000 that gives the lessor or the creditor of such Indebtedness, as applicable, the right to accelerate the lease payments or the Indebtedness, as applicable, or the right to exercise any rights or remedies with respect to it or its debts, or any of the Collateral; (Bv) 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 Borrower 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 any judgment or order for relief or any such adjudication or appointment or (B) against Borrower which remains undismissed unsatisfied or undischarged and in effect for forty-five (45) days after such entry without a period stay of 60 days; enforcement or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any other Loan Party shall make the occurrence of a general assignment for the benefit Change of its creditorsControl; or (gvii) any material portion of Borrower's assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within ten (10) business days, or Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs. (b) Upon the occurrence and during the continuance of any Event of Default, Lender, may at any time, do any of the following: (i) an ERISA Event shall have occurred, accelerate the payment of the amounts owing under the Note; (ii) a trustee shall be appointed enforce the Note by a United States district court exercise of the rights and remedies under this Agreement or granted to administer any Pension Plan, Lender by applicable law; and (iii) exercise, in addition to all other rights and remedies granted in this Agreement, all rights and remedies of a secured party under the PBGC shall institute proceedings to terminate any Pension Plan(sUCC and other applicable laws. (c) Without limiting the generality of the foregoing provisions in Section 5(b), Lender shall have the right to sell or otherwise dispose of all or any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as Lender, in its sole discretion, may deem advisable, and it shall have the right to purchase at any such sale. Borrower agrees that a notice sent at least ten (10) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made shall be reasonable notice of such sale or other disposition. The proceeds of any such sale or other Collateral disposition shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to Lender's reasonable and documented attorneys' fees and legal expenses, and then to the Obligations and to the payment of any other amounts required by applicable law, after which Lender shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Lender is legally entitled, Borrower shall be liable for the deficiency, together with interest thereon at the default rate specified in the Note, and the reasonable and documented fees of any attorneys Lender employs to collect such deficiency; provided, however, that the foregoing shall not be deemed to require Lender to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Lender arising out of the retention or sale or lease of the Collateral or other exercise of Lender's rights and remedies with respect thereto. (d) To the extent permitted by law, Borrower covenants that it will not at any time insist upon or plead, or in any manner whatever claim or take any benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor claim, take or insist upon any benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisal of the Collateral or any part thereof, prior to any sale or sales thereof to be made pursuant to any provision herein contained, or the decree, judgment or order of any court of competent jurisdiction; or, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state or otherwise to redeem the property so sold or any part thereof, and, to the full extent legally permitted, hereby expressly waives all benefit and advantage of any such law or laws, and covenants that it will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Lender, but will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted. (e) Any sale, whether under any power of sale hereby given or by virtue of judicial proceedings, shall operate to divest all Borrower's right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against all persons and entities claiming the Collateral sold or any part thereof under, by or through Borrower, its successors or assigns. (f) Borrower appoints Lender, and any officer, employee or agent of Lender, with full power of substitution, as Borrower's true and lawful attorney-in-fact, effective as of the date hereof, with power, in its own name or in the name of Borrower, (i) to endorse any note, checks, drafts, money orders, or other instruments of payment in respect of the Collateral that may come into Lender's possession, to sign and endorse any drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; (ii) to demand, collect, issue receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (iii) to notify parties obligated with respect to the Collateral to make payments directly to Lender; (iv) to pay or discharge taxes or Liens at any Loan Party time levied or any of their respective ERISA Affiliates shall have been notified by placed on or threatened against the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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 Collateral; (v) to execute UCC financing statements and other documents, instruments and agreements required hereunder and, (vi) generally, to do, at Lender's option and at Borrower's expense, at any other event time, or condition from time to time, all acts and things which Lender deems necessary to protect, preserve and realize upon the Collateral and Lender's security interest therein to effect the intent of this Agreement, all as fully and effectually as Borrower might or could do; provided, however, that Lender shall occur or exist with respect not exercise any such powers granted pursuant to a Plan; and in each case in clauses subsections (i) through (viii) above, such event or condition, together with all other such events or conditions, if any, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except prior to the extent that any such loss occurrence of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is an Event of Default specified in clause and shall only exercise such powers during the continuance of an Event of Default; provided, further, that Lender provides Borrower with prompt notice of such actions having been taken and Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the Obligations are outstanding. (ig) or (ii) All of paragraph (f) above Lender's rights and remedies with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C ObligationsCollateral, whether established hereby 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 by any other Event of Defaultagreements, either instruments or both of the following actions documents or by law shall be cumulative and may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, exercised singly or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 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 payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowerconcurrently.

Events of Default Remedies. If any Each of the following events after any applicable grace or cure periods shall occur and be continuingconstitute an "EVENT OF DEFAULT" hereunder: (a) if (i) any installment of interest is not paid within five (5) days after the Borrower shall fail to pay 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 principal of any Loan other payment or Reimbursement Obligation when charge due in accordance with under the terms hereof; or the Borrower shall fail to pay any interest on any LoanNote, Reimbursement Obligation, any fees hereunder this Deed or any other Loan Documents is not paid when due; (b) if any Taxes payable directly to the billing authority by Grantor are not paid before interest becomes payable on the amount payable hereunder due or a penalty is assessed (provided that the foregoing provisions of this clause (b) shall be subject to the right to contest Taxes granted to Grantor in PARAGRAPH 4(b) of this Deed, but only for so long as the conditions in PARAGRAPH 4(b) of this Deed remain satisfied); (c) if the Policies are not kept in full force and effect and are not delivered to Grantee when required hereunder, or if the Policies are not delivered to Grantee within ten (10) days after written request by Grantee; (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 occur; (f) if at any time any representation or warranty of Grantor or any Guarantor made herein or in any guaranty, agreement, certificate, report, affidavit, owner's affidavit, financial statement or other instrument furnished to Grantee shall be materially false or misleading in any respect; (g) if any grantee under a deed to secure debt on the Trust Property, whether superior or subordinate to this Deed (i) demands payment in full or otherwise accelerates any indebtedness of Grantor or (ii) otherwise commences the exercise of any remedy available to such party under any Loan Document; (h) if Grantor fails to cure promptly any violation of any law or ordinance affecting the Trust Property (provided that the foregoing provisions of this clause (h) shall be subject to any right to contest such violation specifically granted to Grantor in PARAGRAPH 8 of this Deed); (i) if any Guaranty (as hereinafter defined) is terminated or any event or condition occurs which, in the sole judgment of Grantee, 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 Grantor under any of the other terms, covenants or conditions of the Note, this Deed or any other Loan Document shall occur and such default shall not have Loan No. 6518403 been cured within five Business Days thirty (30) days after notice from Grantee, provided that if such default is not susceptible of being cured within such thirty (30) day period and Grantor 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 ninety (90) days from the occurrence of the default, provided, further, that the notice and grace period set forth in this subparagrapb (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 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence of the Parent or the Borrower), 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 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which a grace period is $10,000,000 or more; or (i) 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 bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any 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 Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents)expressly provided elsewhere; or (k) if any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession provisions of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (lPARAGRAPHS 42(d) there and/or PARAGRAPH 42(f) are violated or not complied with, and/or if any representation or warranty in PARAGRAPH 42(b) and/or 42(c) shall occur any Change of Control of Parent; then, and prove false or misleading in any such event, (Arespect and/or if any of the events described in PARAGRAPH 42(e) if such event is an shall occur. Upon the occurrence of any Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Parent or Default, the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts 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) Indebtedness shall immediately become due and payable, and (B) if such event is at the option of Grantee. Upon the occurrence of any other Event of Default, either or both Grantor shall pay interest on the entire unpaid principal balance of the following actions may be taken: (i) with Note, at the consent Default Rate as defined in and provided for in the Note. Upon the occurrence of the Required Lendersany Event of Default, the Administrative Agent Grantee may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare extent permitted under applicable law, elect to treat the Commitments to be terminated forthwith, whereupon fixtures included in the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent mayTrust Property either as real property or as personal property, or upon the request of the Required Lendersboth, the Administrative Agent shall, by notice and proceed to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts 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 payableexercise such rights as apply thereto. With respect to all Letters any sale of Credit with respect to which presentment for honor shall not have occurred at real property included in the time Trust Property made under the powers of an acceleration pursuant to this paragraphsale herein granted and conferred, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal Grantee may, to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held extent permitted by applicable law, include in such cash collateral account shall be applied by sale any fixtures included in the Administrative Agent Trust Property and relating to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowerreal property.

Events of Default Remedies. If any Each of the following events shall occur and be continuingconstitutes an “Event of Default” for purposes of this Agreement: (a) if two (2) consecutive payments of the Borrower shall fail Monthly Revenue Share Amount due to pay GSRX are not paid by the Company to GSRX on or prior to the due date, to the extent the delay is not excused pursuant to Section 5, regardless of whether 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 Business Days after any such interest, fees or other amounts becomes due in accordance with the terms hereof; orprevious payments remain outstanding; (b) any representation an involuntary proceeding has been commenced 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence of the Parent or the Borrower), 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 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall an involuntary petition has been filed seeking (i) default liquidation, reorganization or other relief in making respect of the Company or any payment of its debts, or of a substantial part of its assets, under any principal of federal, state or interest on any Indebtedness (including any Contingent Obligationforeign bankruptcy, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of graceinsolvency, if any, provided receivership or similar law now or hereafter in the instrument or agreement under which such Indebtedness was created, effect or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) 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 bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it the Company or for all or any a substantial part of its assets; , and, in any such case, such proceeding or petition has continued un-dismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing has been entered; (c) the Company has (i) voluntarily commenced any proceeding or filed any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) there shall be commenced against Borrower consent to the institution of, or fail to contest in a timely and appropriate manner, any other Loan Party any case, proceeding or other action of a nature referred to petition described in clause (ic) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or immediately above, (iii) there shall be commenced against Borrower apply for or any other Loan Party any case, proceeding or other action seeking issuance consent to the appointment of a warrant of attachmentreceiver, executiontrustee, distraint custodian, conservator or similar process against all official for the Company or any for a substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacatedassets, discharged, or stayed or bonded pending appeal for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or file an answer admitting the material allegations of a petition filed against it in any other Loan Party shall take any formal action in furtherance ofsuch proceeding, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any other Loan Party shall make a general assignment for the benefit of its creditors; orcreditors or (vi) take any action for the purpose of effecting any of the foregoing; (gd) if (i) an ERISA Event shall have occurredthe Company breaches any other covenant of the Company contained in this Agreement, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal breach continues for a period of 30 consecutive fifteen (15) business days after GSRX delivers written notice of the entry thereof; or (i) any Loan Party shall be found responsible for (A) breach to the release by any Loan Party, any of its Subsidiaries or any other Person of any Hazardous Substance into the environmentCompany, or (Bii) any violation of any Environmental Law representation 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided warranty made in this Agreement by the Company shall be materially incorrect when made or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is deemed made. If an Event of Default specified in clause (i) occurs under Section 7(a), Section 7(b), or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereonSection 7(d) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligationsis continuing, 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 following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 the aggregate then undrawn outstanding and unexpired amount unpaid Monthly Revenue Share including all applicable interest shall, at the option of such Letters GSRX and, in the case of Credit. Amounts held in such cash collateral account shall be applied an Event of Default pursuant to Section 7(c) automatically, become immediately due and payable by the Administrative Agent Company to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the BorrowerGSRX.

Events of Default Remedies. If The occurrence of any of the following events shall occur and be continuingconstitute an Event of Default hereunder with respect to any particular series of Securities: (a) default in the Borrower shall fail to pay any principal due and punctual payment of any Loan or Reimbursement Obligation installment of interest upon any of the Securities of that series as and when the same shall become 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 and payable hereunder or under any other Loan Document within five Business Days after any and continuance of such interest, fees or other amounts becomes due in accordance with the terms hereofdefault for a period of 30 days; or (b) default in the due and punctual payment of the principal of (or premium, if any, on) any representation of the Securities of that series as and when the same shall become due and payable either at maturity, by declaration as authorized by this Indenture, 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 when made which shall be false or misleading in any material respect when madeotherwise; or (c) failure on the part of the Corporation duly to observe or perform any Loan Party shall default other of the covenants or agreements on the part of the Corporation set forth in the observance Securities of that series or performance in this Indenture (other than those set forth exclusively in the terms of Securities of any covenant contained in Sections 6.3 (as it relates series other than that series) continued for a period of sixty days after there has been given, by registered or certified mail, to the existence Corporation by the Trustee, or to the Corporation and the Trustee by the holders of at least twenty-five percent in principal amount of the Parent or Securities of that series at the Borrower)time outstanding, 6.5, 6.6 or 6.9, or Section 7a written notice specifying such failure and requiring the same to be remedied and stating that such notice is a "Notice of Default" hereunder; or (d) any Loan Party shall default the entry of a decree or order by a court having jurisdiction in the observance premises granting relief in respect of the Corporation in an involuntary case under the Federal Bankruptcy Code adjudging the Corporation a bankrupt or performance insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of any other covenant contained or in this Agreement respect of the Corporation under the Federal Bankruptcy Code or any other Loan Document applicable Federal or State law, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other than as provided in paragraphs (a) through (csimilar official) of this Section 8)the Corporation, or of any substantial part of the respective properties of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such default shall continue unremedied decree or order unstayed and in effect for a period of 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent120 days; or (e) any Loan Party shall (i) default in making any payment the institution by the Corporation of any principal of proceedings to be adjudicated a bankrupt or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was createdinsolvent, or (ii) default in the observance consent by the Corporation to the institution of bankruptcy or performance insolvency proceedings against it, or the filing by the Corporation of any other agreement a petition or condition relating to any such Indebtedness answer or Contingent Obligations consent seeking reorganization or contained in any instrument or agreement evidencing, securing or relating thereto, relief under the Federal Bankruptcy Code or any other event shall occur applicable Federal or condition exist, the effect of which default or other event or condition is to causeState law, or the consent by the Corporation 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 filing of any such Indebtedness constituting petition or to the appointment of a Contingent Obligation) to become payable; providedreceiver, that a defaultliquidator, event custodian, assignee, trustee, sequestrator (or condition described in clause (i), (ii) or (iiiother similar official) of this paragraph (e) shall not at the Corporation, or of any time constitute substantial part of the respective properties of either, or the making by the Corporation of an Event assignment for the benefit of Default unlesscreditors, at or the admission by the Corporation in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Corporation in furtherance of any such time, action. In case one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) Events of this paragraph (e) Default specified above shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount any particular series of which is $10,000,000 or more; or (i) Borrower or any other Loan Party shall commence any caseSecurities, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any 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 Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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; then and in each case in clauses (i) through (v) aboveand every such case, such event or condition, together with unless the principal of all other such events or conditions, if any, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession Securities of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts 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 that series shall have presented the documents required thereunder) shall immediately already become due and payable, and (B) if such event is any other Event either the Trustee or the holders of Default, either or both not less than twenty-five percent in aggregate principal amount of the following actions may be taken: (i) with the consent Securities of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shallthat series then outstanding hereunder, by notice in writing to the Borrower Corporation (and to the Trustee if given by Securityholders), may declare the Commitments to principal or, in the case of Discounted Securities, such amount of principal as may be terminated forthwithprovided for in such Securities, whereupon of all the Commitments shall immediately terminate; and (ii) with the consent Securities of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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) that series to be due and payable forthwithimmediately, whereupon and upon any such declaration the same shall become and shall be immediately become due and payable. With respect to all Letters , anything in this Indenture or in the Securities 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 that series contained to the aggregate then undrawn and unexpired contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after such principal or such amount of such Letters of Credit. Amounts held in such cash collateral account principal, as the case may be, shall be applied by the Administrative Agent to have been so declared due and payable, and before any judgment or decree for the payment of drafts drawn under such Letters the moneys due shall have been obtained or entered as hereinafter provided, the Corporation shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of Credit, interest upon all Securities of that series and the unused portion thereof after all such Letters principal of Credit shall have expired or been fully drawn upon(and premium, if any, on) any and all Securities of that series which shall be applied have become due otherwise than by acceleration (with interest on overdue installments of interest (to repay other obligations the extent that payment of such interest is enforceable under applicable law) and on such principal (and premium, if any) at the rate of interest (or, in the case of Discounted Securities at the Yield to Maturity) borne by such Securities, to the date of such payment or deposit) and the expenses of the Borrower hereunder Trustee, and any and all defaults under this Indenture with respect to the Securities of the series, other Loan Documents. After all such Letters than the nonpayment of Credit principal of (and premium, if any) and accrued interest on the Securities of that series which shall have expired or been fully drawn upon, all Reimbursement Obligations become due by acceleration shall have been satisfied remedied-then and all other obligations in every such case the holders of a majority in aggregate principal amount of the Borrower hereunder Securities of that series then outstanding, by written notice to the Corporation and to the Trustee, may waive all defaults and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under the other Loan Documents this Indenture and such proceedings shall have been paid discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, then and in full, every such case the balance, if any, in such cash collateral account Corporation and the Trustee shall be returned restored respectively to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Sectiontheir several positions and rights hereunder, presentment, demand, protest and all other notices rights, remedies and powers of any kind are hereby expressly waived by the BorrowerCorporation and the Trustee shall continue as though no such proceeding had been taken.

Events of Default Remedies. If any (a) Each of the following events shall occur and be continuing: (a) 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 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence of the Parent or the Borrower), 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 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of Default" under this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; orNote: (i) Borrower The failure of Maker to pay when due any part of the Principal Sum, interest or other payment required to be made pursuant to this Note. (ii) The failure of Maker to observe or perform any other Loan Party shall commence any caseobligation set forth in this Note or that certain Stock Purchase Agreement between SWS Group, proceeding or other action Inc. ("SWS") and Maker, dated as of December 14, 2001 (the "SPA"); (iii) Any transfer of the Collateral by Maker to SWS as a result of an exercise (A) under any existing or future law by SWS of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debtscall right, or (B) seeking appointment by Maker of any put right, pursuant to the terms of the SPA; or (iv) If Maker (a) makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assetsMaker's property; or (iib) there shall be commenced against Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or any other Loan Party shall generally not, or shall be unable to, or shall admit admits in writing its Maker's inability to, to pay its his or her debts as they become due; (c) has a receiver, trustee or custodian appointed for, or take possession of, all or substantially all of Maker's assets, either in a proceeding brought by Maker or in a proceeding brought against Maker and such appointment is not discharged or such possession is not terminated within sixty (vi60) days after the effective date thereof or Borrower he or she consents to or acquiesces in such appointment or possession; (d) files a petition for relief under the United States Bankruptcy Code or any other Loan Party shall make a general assignment present or future federal or state insolvency, bankruptcy or similar laws (all of the foregoing hereinafter collectively called "Applicable Bankruptcy Law") or an involuntary petition for relief is filed against Maker under any Applicable Bankruptcy Law and such involuntary petition is not dismissed within sixty (60) days after the benefit of its creditors; or (g) (i) filing thereof, or an ERISA Event shall have occurredorder for relief naming Maker is entered under any Applicable Bankruptcy Law, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any composition, rearrangement, extension, reorganization or other relief of their respective ERISA Affiliates shall debtors now or hereafter existing is requested or consented to by Maker; (e) fails to have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for discharged within a period of 30 consecutive thirty (30) days after the entry thereofany attachment, sequestration or similar writ levied upon a substantial part of Maker's property; oror (f) fails to pay within thirty (30) days any final money judgment against Maker. (ib) any Loan Party shall be found responsible for (A) Upon the release by any Loan Party, any occurrence and during the continuance 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement Note, Payee may declare the entire unpaid Principal Sum 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 accrued and unpaid interest on this Note immediately become due and payable, without further notice, demand, or presentment, foreclose any liens or security interests securing all or any part hereof, or exercise any other right or remedy to which Payee may be entitled by agreement, at law, or in equity; provided, however, that no Event of -------- ------- Default shall be deemed to have occurred unless notice of the event giving rise to a potential Event of Default shall have been delivered to Maker and Maker shall have failed to correct or cure such event within fifteen (15) days following his receipt of such notice; provided further, however, that upon any Event of Default under ---------------- ------- Section 3(a)(iii) and (Biv) if such event is any other Event of Defaulthereof, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments this Note shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 automatically become due and payable forthwith, whereupon without necessity of any notice or action on the same shall immediately become due part of Payee and payablewithout the ability of Maker to cure such event. 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 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 payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit Payee shall have expired or been fully drawn upon, if any, shall be applied all rights and remedies available to repay other obligations of the Borrower hereunder and it under the other Loan Documents. After all such Letters Uniform Commercial Code as adopted in the State 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the BorrowerTexas.

Events of Default Remedies. If any (a) Each of the following events shall occur and be continuing:constitute an event of default by a Seller hereunder (each a “Event of Default”): (ai) failure of either Seller to repurchase one or more Purchased Loans on the Borrower shall fail applicable Repurchase Date; or (ii) failure of either Seller or any Servicer to pay deposit any principal of any Loan Income received by it in the applicable Collection Account or Reimbursement Obligation when due the Remittance Account in accordance with the terms provisions hereof; , the related Servicing Agreement or the Borrower shall fail to pay any interest on any Loanrelated Servicer Acknowledgment, Reimbursement Obligationas applicable, any fees hereunder or any other amount payable hereunder or under any other Loan Document which failure is not remedied within five two (2) Business Days after any notice thereof to such interest, fees Seller from Buyer or other amounts becomes due in accordance with the terms hereofsuch Seller acquires knowledge of such failure; or (biii) (A) the Transaction Documents shall for any representation reason not cause, or warranty made or deemed made by any Loan Party herein or shall cease to cause, Buyer to be the owner of, or, if recharacterized as a secured financing, a secured party with respect to, the Repurchase Assets specified in any Sections 6(a) hereof and the other Loan Document or that is contained collateral specified 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 when made which shall be false or misleading in any material respect when made; or (cSection 6(c) any Loan Party shall default in the observance or performance hereof free of any covenant contained in Sections 6.3 (as it relates to the existence adverse claim, liens and other rights of the Parent or the Borrower), 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 others (other than as provided granted in paragraphs this Agreement); (aB) through (c) of this Section 8), and such default shall continue unremedied for if a period of 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof Transaction is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existrecharacterized as a secured financing, 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 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 Transaction Documents with respect to Indebtedness or Contingent Obligations any Transaction shall for any reason cease to create a valid first priority security interest in favor of Buyer in the aggregate outstanding principal amount of which is $10,000,000 or more; or (iRepurchase Assets specified in Section 6(a) Borrower or any hereof and the other Loan Party shall commence any case, proceeding or other action (Acollateral specified in Section 6(c) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assetshereof; or (iiC) there if the Transaction Documents shall be commenced against Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any 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 Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, cease to be in full force and effect (other than in accordance with its terms)or if the enforceability of any of them is challenged or repudiated by any Relevant Party, any Servicer or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents)respective Affiliate thereof; or (kiv) failure of either Seller to make the payments required under Section 4 or Section 5(c)(i) through (vii) when due; or (v) failure of either Seller to make any other payment owing to Buyer or Repo Agent which has become due, whether by acceleration or otherwise, under the terms of this Agreement or any other Transaction Document which failure is not remedied within the period specified herein or therein, or if no period is specified, three (3) Business Days after notice thereof to such Seller from Repo Agent; provided, however, that Repo Agent shall not be required to provide notice in the event of a failure by such Seller to repurchase any Purchased Loan on the required Repurchase Date therefor; or (vi) breach by either Seller in the due performance or observance of any term, covenant or agreement contained in Section 10 or Section 11 of this Agreement which has not been cured within five (5) Business Days after written notice thereof from Repo Agent to such Seller; provided, however, that with respect to a breach by such Seller of any term, covenant or agreement contained in Section 11(b), (c), (e), (f), (g)(vi)-(ix), (h), (i), (j), (q), (v), (dd), (ff) or (jj), if such default is susceptible of cure but cannot reasonably be cured within such five (5) Business Day period and such Seller shall have commenced to cure such default within such five (5) Business Day period and thereafter diligently and expeditiously proceeds to cure the same, such five (5) Business Day period shall be extended for such time as is reasonably necessary for such Seller, in the exercise of due diligence, to cure such default, and in no event shall such cure period exceed twenty (20) Business Days after the earlier of (i) receipt of notice by such Seller and (ii) actual knowledge of such Seller of such breach or failure; provided, further, that with respect to a breach by such Seller of the covenant contained in Section 11(oo), there shall be no such cure period; or (vii) a Change of Control shall have occurred without Buyer’s prior written consent; or (viii) any security interest purported representation, warranty or certification made or deemed made by any Relevant Party herein or in any other Transaction Document, excluding any representation, warranty or certification set forth in Exhibit III, shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated and such breach has not been cured within five (5) Business Days following the earlier of (A) receipt of notice by such Relevant Party and (B) knowledge of any Relevant Party unless, with respect to representations in Section 9(a)(iii), (iv), (v), (ix), (xi), (xii), (xiii), (xv), (xviii), (xix), (xx), (xxi), (xxvii), (xxxiii) or (xxxvi), such incorrect or untrue representation cannot be cured within such five (5) Business Day period in which case such cure period shall be extended by an additional twenty (20) Business Days if the applicable Seller is diligently proceeding in good faith to cure such incorrect or untrue representation; provided, however, that there shall be no cure period in respect of any of the foregoing if (y) such Relevant Party shall have made any such representations and warranties with knowledge that they were false or misleading at the time made or (z) any such representations and warranties have been determined by Repo Agent in its sole discretion exercised in good faith to be created false or misleading on a regular basis; or (ix) a final judgment by any Security Document court, administrative tribunal or other body having jurisdiction for the payment of money in an amount greater than $1,000,000 shall cease have been rendered against any Relevant Party and remains undischarged or unpaid for a period of thirty (30) days, during which period execution of such judgment is not effectively stayed; or (x) Any Relevant Party shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, swap agreement or any other contract, agreement or transaction (including, without limitation, any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds) to which it is a party and which provides for borrowed funds or has a notional amount, as applicable, in an amount equal to or greater than $1,000,000; provided, however, that any such default, failure to perform or breach shall not constitute an Event of Default if the applicable Relevant Party, cures such default, failure to perform or breach, as the case may be, within the grace period, if any, provided under the applicable agreement; or (xi) Guarantor breaches a Guarantor Financial Covenant; or (xii) if any Relevant Party shall breach or fail to perform any of the terms, covenants, obligations or conditions of this Agreement or any other Transaction Document, 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 five (5) Business Days following the earlier of (A) receipt of notice by such Relevant Party and (B) knowledge of such Relevant Party; provided, however, that if such default is susceptible of cure but cannot reasonably be cured within such five (5) Business Day period and such Relevant Party shall have commenced to cure such default within such five (5) Business Day period and thereafter diligently and expeditiously proceeds in good faith to cure the same, such five (5) Business Day period shall be extended for such time as is reasonably necessary for such Relevant Party, in the exercise of due diligence and good faith, to cure such default, provided, further, that in no event shall such extended cure period exceed twenty (20) Business Days from such Relevant Party’s receipt of Repo Agent’s notice of such breach or failure to perform; or (xiii) an Act of Insolvency shall have occurred with respect to any Relevant Party; or (xiv) Any Relevant Party or any of its respective Operating Affiliates shall default under, or fail to perform as required under, or shall be asserted otherwise breach the terms of any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds or any agreement requiring the payment of money between such Relevant Party, on the one hand, and Buyer or any of Buyer’s Affiliates on the other; or (xv) any of the representations and warranties of Guarantor in any Financial Covenant Compliance Certificate shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated; or (xvi) any assignment or attempted assignment by the Borrower any Relevant Party of this Agreement or any other Loan Transaction Document or any rights hereunder or thereunder without first obtaining the express written consent of Repo Agent, or the granting by any Relevant Party of any security interest, lien or other encumbrances on any Purchased Loans or any other Repurchase Assets to any Person other than Buyer or nominee approved by Buyer; or (xvii) any Relevant Party shall admit its inability to, or its intention not to beto, a validperform any of its obligations hereunder or under any other Transaction Document, perfectedor Guarantor shall admit its inability to, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securitiesits intention not to, assets or properties covered thereby, except to the extent that perform any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged its obligations under the Guarantee and Pledge Guaranty Agreement; or (lxviii) there any Relevant Party’s audited annual consolidated financial statements shall occur be qualified or limited by reference to the status of any Change Relevant Party as a “going concern” or a reference of Control similar import; or (xix) any Relevant Party shall have become an “investment company”, or a company “controlled” by an “investment company,” within the meaning of Parentthe Investment Company Act of 1940, as amended; thenor (xx) neither Seller has effected a transfer of servicing with respect to the applicable Purchased Loans to a successor servicer within thirty (30) days of an uncured Servicer Termination Event; or (xxi) in the event the funds on deposit in the applicable Collection Account maintained by the applicable Servicer are not sufficient to pay Servicing Expenses (as such term is defined in each Servicing Agreement) (including, without limitation, for taxes, homeowners’ association fees, dues and assessments, insurance and property preservation, but excluding principal and interest on such Purchased Loan), the applicable Seller fails to cause the necessary funds to be deposited in any such eventCollection Account (or, in the event such Servicer advanced such funds, fails to reimburse such Servicer) in accordance with the related Servicing Agreement and such Seller’s failure continues for thirty (A30) if days after such event is Seller obtains knowledge or receives notice of such insufficiency. (b) If an Event of Default specified in clause shall occur and be continuing, the following rights and remedies shall be available to Repo Agent: (i) At the option of Majority Buyer (or Repo Agent on its behalf), exercised by written notice to Sellers (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Act of Insolvency with respect to any Relevant Party), 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”) (and any Transaction for which the related Purchase Date has not yet occurred shall be canceled). (ii) If Majority Buyer (or Repo Agent on its behalf) exercises or is deemed to have exercised the option referred to in Section 13(b)(i): (A) A Seller’s obligations hereunder to repurchase all Purchased Loans and to pay all Obligations hereunder shall thereupon become immediately due and payable on and as of paragraph (f) above with respect the Accelerated Repurchase Date without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to Parent or the Borrowercontrary notwithstanding, automatically the Commitments and Majority Buyer may exercise and shall immediately terminate and the Loans (with accrued interest thereon) have any and all other amounts owing rights and remedies available to it under applicable law, this Agreement and the other Loan Transaction Documents (including all amounts of L/C Obligationsor otherwise and may take any such action and exercise any such power as it may elect to enforce its rights and remedies under applicable law, 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 following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents Transaction Documents, including with respect to the Purchased Loans and the other Repurchase Assets; and all Income deposited in any Collection Account, and all Income deposited in the Remittance Account, in each case including any such Income paid after such exercise or deemed exercise, shall be remitted to and retained by Xxxxx and applied to the aggregate Repurchase Price and any other amounts owing by a Seller hereunder or under any other Transaction Document. Such Seller shall immediately deliver to Majority Buyer or its designee any and all original papers, records and files relating to the Repurchase Assets subject to such Transactions then in such Seller’s possession and/or control; and all right, title and interest in and entitlement to such Repurchase Assets and any Servicing Rights of such Seller with respect thereto shall be deemed transferred to Majority Buyer; and (including all amounts of L/C Obligations, whether or not B) the beneficiaries Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall include the accrued and unpaid Price Differential with respect to each Purchased Loan accrued at the Pricing Rate applicable upon an Event of Default for such Transaction; and (C) Custodian shall, upon the request of Majority Buyer (with simultaneous copy of such request to Sellers), deliver to Majority Buyer all instruments, certificates and other documents then outstanding Letters of Credit held by Custodian relating to the Purchased Loans. (iii) Majority Buyer (or Repo Agent on its behalf) also shall have presented the documents required thereunderright to (A) to be sell, on or following the Business Day following the date on which the Repurchase Price became 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 paragraphSection 13(b) without notice or demand of any kind, to the Borrower shall extent permitted by applicable law, at a public or private sale and at such time deposit price or prices as Majority Buyer may reasonably deem satisfactory any or all Purchased Loans and any and all other Repurchase Assets or (B) to the extent permitted by applicable law, in its sole discretion, exercised in good faith, elect, in lieu of selling all or a cash collateral account opened by portion of such Purchased Loans and the Administrative Agent other Repurchase Assets, to give Sellers credit for such Purchased Loans and the other Repurchase Assets in an amount equal to the Market Value of the Purchased Loans and the other Repurchase Assets, as determined by Majority Buyer in its sole discretion, against the aggregate then undrawn unpaid Repurchase Price and unexpired amount any other amounts owing by Sellers hereunder. To the extent permitted by applicable law, Sellers shall remain liable to Buyer for any amounts that remain owing thereto following a sale and/or credit under the preceding sentence. The proceeds of such Letters any disposition of Credit. Amounts held in such cash collateral account Purchased Loans and other Repurchase Assets effected pursuant to this Section 13(b)(iii) shall be applied by the Administrative Agent (v) first, to the payment costs and expenses (including attorneys’ fees and expenses) incurred by Buyer in connection with a Seller’s default, (w) second, to the costs of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn uponcover and/or hedging transactions, 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(x) third, 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.Repurchase Price,

Events of Default Remedies. If any Each of the following events shall occur and be continuingconstitute an "Event of Default" hereunder: (a) if (i) any installment of interest or principal is not paid within five (5) days after the Borrower shall fail to pay 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 principal other payment or charge due under the Note, this Deed 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 Trust or any other amount payable hereunder or under any other Loan Document Documents is not paid within five Business Days (5) days after any such interest, fees or other amounts becomes due in accordance with the terms hereof; orsame is due; (b) if any Taxes payable directly to the billing authority by Trustor are not paid before interest becomes payable on the amount due or a penalty is assessed (provided that the foregoing provisions of this clause (b) shall be subject to the right to contest Taxes granted to Trustor in Paragraph 4(b) of this Deed of Trust, but only for so long as the conditions in Paragraph 4(b) of this Deed of Trust remain satisfied); (c) if the Policies are not kept in full force and effect and are not delivered to Beneficiary when required hereunder, or if the Policies are not delivered to Beneficiary within ten (10) days after request by Beneficiary; (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 occur; (f) if at any time any representation or warranty of Trustor or any Guarantor made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any guaranty, agreement, certificate, document or report, affidavit, owner's affidavit, financial statement or other statement instrument furnished by it at any time under or in connection with this Agreement or any such other Loan Document when made which to Beneficiary shall be false or misleading in any material respect when made; orrespect; (cg) if any Loan Party beneficiary under a deed of trust on the Folsom Trust Property, whether superior or subordinate to this Deed of Trust (i) demands payment in full or otherwise accelerates any indebtedness of Trustor or (ii) otherwise commences the exercise of any remedy available to such party under such deed of trust or any other loan document related to such deed of trust; (h) if Trustor fails to cure promptly any violation of any law or ordinance affecting the Folsom Trust Property (provided that the foregoing provisions of this clause (h) shall default be subject to any right to contest such violation specifically granted to Trustor in Paragraph 8 of this Deed of Trust); (i) if any Guaranty (as hereinafter defined) is terminated or any event or condition occurs which, in the observance or performance sole judgment of Beneficiary, may impair the ability of any covenant contained in Sections 6.3 Guarantor to perform its obligations under any Guaranty or any Guarantor attempts to withdraw, cancel or disclaim any Guaranty; (as it relates to the existence j) if a default by Trustor under any of the Parent other terms, covenants or conditions of the Borrower)Note, 6.5, 6.6 or 6.9, or Section 7; or (d) any Loan Party shall default in the observance or performance this Deed of any other covenant contained in this Agreement Trust or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 8), shall occur and such default shall continue unremedied not have been cured within thirty (30) days after notice from Beneficiary, provided that if such default is not susceptible of being cured within such thirty (30) day period and Trustor 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 from the earlier occurrence of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligationdefault, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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, further, that a default, event or condition described the notice and grace period set forth in clause this subparagraph (i), (ii) or (iii) of this paragraph (ej) shall not at apply to any time constitute an other Event of Default unless, at expressly set forth in this Paragraph 20 or to any other Event of Default defined as such time, one in any other Loan Document or more defaults, events to any other covenant or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing condition with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which a grace period is $10,000,000 or more; or (i) 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 bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any 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 Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents)expressly provided elsewhere; or (k) if any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession provisions of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (lParagraphs 42(d) there and/or Paragraph 42(f) are violated or not complied with, and/or if any representation or warranty in Paragraph 42(b) and/or 42(c) shall occur any Change of Control of Parent; then, and prove false or misleading in any such event, (Arespect and/or if any of the events described in Paragraph 42(e) if such event is an shall occur. Upon the occurrence of any Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Parent or Default, the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts 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) Indebtedness shall immediately become due and payable, and (B) if such event is at the option of Beneficiary. Upon the occurrence of any other Event of Default, either or both Trustor shall be obligated to pay interest on the entire unpaid principal balance of the following actions may be taken: (i) Note in accordance with the consent terms and provisions of the Required LendersNote. Upon the occurrence of any Event of Default, the Administrative Agent Beneficiary may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare extent permitted under applicable law, elect to treat the Commitments to be terminated forthwith, whereupon fixtures included in the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent mayFolsom Trust Property either as real property or as personal property, or upon the request of the Required Lendersboth, the Administrative Agent shall, by notice and proceed to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts 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 payableexercise such rights as apply thereto. With respect to all Letters any sale of Credit with respect to which presentment for honor shall not have occurred at real property included in the time Folsom Trust Property made under the powers of an acceleration pursuant to this paragraphsale herein granted and conferred, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal Beneficiary may, to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held extent permitted by applicable law, include in such cash collateral account shall be applied by sale any fixtures included in the Administrative Agent Folsom Trust Property and relating to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowerreal property.

Events of Default Remedies. If (a) The occurrence of any one or more of the following events shall occur and be continuingconstitute an “Event of Default” hereunder: (ai) the Borrower shall fail Borrower’s failure to pay any principal amount payable under either of any Loan or Reimbursement Obligation when due the Notes in accordance with the terms hereofthereof; or the provided, however, that Borrower shall fail have three (3) business days in which to cure any failure to pay any interest on any Loan, Reimbursement Obligation, any fees hereunder or any other amount payable hereunder or due under any other Loan Document within five Business Days after of the Notes; (ii) Borrower’s failure to issue any such interest, fees or other amounts becomes due Common Stock issuable under any of the Convertible Notes in accordance with the terms hereof; orthereof upon Lender’s exercise of the Conversion Right, as defined in such Convertible Note; (biii) Borrower’s breach of any representation or and warranty made or deemed made by any Loan Party herein or to Lender in any other Loan Document of the Transaction Documents 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance Borrower’s breach of any covenant contained in Sections 6.3 (as it relates to the existence under any of the Parent or the Borrower), 6.5, 6.6 or 6.9, or Section 7; or Transaction Documents which is not cured within ten (d10) any Loan Party shall default in the observance or performance business days 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 30 days after the earlier of the date such Loan Party obtains knowledge Borrower learning of such default breach or the date on which written of notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 payablefrom Lender; provided, however, that a defaultif the cure will take more than ten (10) business days and Borrower is diligently pursuing such cure during such ten (10) business day period, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute then an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing not occur with respect to Indebtedness such breach if it is cured within twenty (20) business days of the earlier of an officer of Borrower learning of such breach or Contingent Obligations the aggregate outstanding principal amount receipt by Borrower of which is $10,000,000 or more; ornotice thereof from Lender; (iiv) 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 has an order for relief entered with respect to itagainst it under the federal Bankruptcy Code, (B) makes an assignment for the benefit of creditors, (C) applies for or seeks the appointment of a receiver, liquidator, assignee, trustee or other similar official for it or of any substantial part of its property or any such official is appointed, other than upon Borrower’s request, and such unrequested appointment continues for sixty (60) days, (D) institutes proceedings seeking an order for relief under the federal Bankruptcy Code or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustmentadjustment or composition of it or any of its debts under other applicable federal or state law relating to creditor rights and remedies, winding-upor any such proceeding is filed against it, liquidationother than upon Borrower’s request, dissolutionand such unrequested proceeding continues undismissed or unstayed for thirty (30) days, composition or other relief (E) takes corporate action in furtherance of any of the foregoing actions; (v) the occurrence and continuance of any default under any lease or agreement for borrowed money having an outstanding principal amount in excess of $100,000 that gives the lessor or the creditor of such indebtedness, as applicable, the right to accelerate the lease payments or the indebtedness, as applicable, or the right to exercise any rights or remedies with respect to it or its debts, or any of the Collateral; (Bvi) 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 Borrower 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 any judgment or order for relief or any such adjudication or appointment or (B) against Borrower which remains undismissed unsatisfied or undischarged and in effect for forty-five (45) days after such entry without a period stay of 60 days; enforcement or execution; (iiivii) there shall be commenced against Borrower or any other Loan Party any case, proceeding or other action seeking issuance the occurrence of a warrant Change 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any other Loan Party shall make a general assignment for the benefit of its creditorsControl; or (g) (i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (ivviii) any Loan Party material portion of Borrower’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within ten (10) business days, or Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which could reasonably be expected to result in a Material Adverse Effect; orits business affairs. (hb) one or more final non-appealable judgments or decrees shall be entered against Upon the occurrence and during the continuance of any Loan Party involving in Event of Default, Lender, may at any time, do any of the aggregate a liability of more than $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after the entry thereof; orfollowing: (i) any Loan Party shall be found responsible for (A) accelerate the release by any Loan Party, any payment 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; oramounts owing under the Notes; (jii) any guarantee enforce the Notes by exercise of the rights and remedies under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or granted to Lender by applicable law; and (iii) exercise, in addition to all other rights and remedies granted in this Agreement, all rights and remedies of a secured party under the UCC and other applicable laws. (c) Without limiting the generality of the foregoing provisions in Section 5(b), Lender shall have the right to sell or otherwise dispose of all or any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such Security Documentterms and conditions, all as Lender, in its sole discretion, may deem advisable, and it shall have the right to purchase at any such sale. Borrower agrees that a notice sent at least fifteen (15) security days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made shall be reasonable notice of such sale or other disposition. The proceeds of any such sale or other Collateral disposition shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to Lender’s reasonable and documented attorneys’ fees and legal expenses, and then to the Obligations and to the payment of any other amounts required by applicable law, after which Lender shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Lender is legally entitled, Borrower shall be liable for the deficiency, together with interest thereon at the default rate specified in the securitiesNotes, assets and the reasonable and documented fees of any attorneys Lender employs to collect such deficiency; provided, however, that the foregoing shall not be deemed to require Lender to resort to or properties covered thereby, except initiate proceedings against the Collateral prior to the extent that collection of any such loss of perfection or priority results deficiency from Borrower. To the failure extent permitted by applicable law, Borrower waives all claims, damages and demands against Lender arising out of the Administrative Agent retention or sale or lease of the Collateral or other exercise of Lender’s rights and remedies with respect thereto. (d) To the extent permitted by law, Borrower covenants that it will not at any time insist upon or plead, or in any manner whatever claim or take any benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor claim, take or insist upon any benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisal of the Collateral or any part thereof, prior to maintain possession any sale or sales thereof to be made pursuant to any provision herein contained, or the decree, judgment or order of certificates representing securities pledged under the Guarantee and Pledge Agreementany court of competent jurisdiction; or, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state or otherwise to redeem the property so sold or any part thereof, and, to the full extent legally permitted, hereby expressly waives all benefit and advantage of any such law or laws, and covenants that it will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Lender, but will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted. (le) there Any sale, whether under any power of sale hereby given or by virtue of judicial proceedings, shall occur any Change of Control of Parent; thenoperate to divest all Borrower’s right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against all persons and entities claiming the Collateral sold or any such eventpart thereof under, (A) if such event is an Event of Default specified in clause (i) by or (ii) of paragraph through Borrower, its successors or assigns. (f) above Borrower appoints Lender, and any officer, employee or agent of Lender, with respect to Parent full power of substitution, as Borrower’s true and lawful attorney-in-fact, effective as of the date hereof, with power, in its own name or in the name of Borrower, automatically during the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts continuance 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 an Event of Default, either to endorse any notes, checks, drafts, money orders, or both other instruments of payment in respect of the following actions Collateral that may be taken: (i) come into Lender’s possession, to sign and endorse any drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; to pay or discharge taxes or Liens at any time levied or placed on or threatened against the consent Collateral; to demand, collect, issue receipt for, compromise, settle and xxx for monies due in respect of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice Collateral; to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 notify parties obligated with respect to the Collateral to make payments directly to Lender; and, generally, to do, at Lender’s option and at Borrower’s expense, at any time, or from time to time, all acts and things which presentment for honor Lender deems necessary to protect, preserve and realize upon the Collateral and Lender’s security interest therein to effect the intent of this Agreement, all as fully and effectually as Borrower might or could do; provided that Lender provides Borrower with prompt notice of such actions having been taken and Borrower hereby ratifies all that said attorney shall not have occurred at lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the time Obligations are outstanding. (g) All 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 Lender’s rights and remedies with respect to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, cumulative and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowerexercised singly or concurrently.

Events of Default Remedies. If any 9.01 Each of the following events shall occur and be continuingconstitutes an “Event of Default” for purposes of this Agreement: (a) if any Payment is not paid by the Borrower shall fail Company to pay any principal the Investor on or prior to the due date, to the extent the delay is not excused, as defined in this Agreement, and each such non-payment continues for a period 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 Business Days after any such interest, fees or other amounts becomes due in accordance with the terms hereof; orthirty (30) business days thereafter; (b) any representation an involuntary proceeding has been commenced 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence of the Parent or the Borrower), 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 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall an involuntary petition has been filed seeking (i) default liquidation, reorganization or other relief in making respect of the Company or any payment of its debts, or of a substantial part of its assets, under any principal of federal, state or interest on any Indebtedness (including any Contingent Obligationforeign bankruptcy, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of graceinsolvency, if any, provided receivership or similar law now or hereafter in the instrument or agreement under which such Indebtedness was created, effect or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) 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 bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it the Company or for all or any a substantial part of its assets; , and, in any such case, such proceeding or petition has continued undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing has been entered; (c) the Company has (i) voluntarily commenced any proceeding or filed any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) there shall be commenced against Borrower consent to the institution of, or fail to contest in a timely and appropriate manner, any other Loan Party any case, proceeding or other action of a nature referred to petition described in clause (ib) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or immediately above, (iii) there shall be commenced against Borrower apply for or any other Loan Party any case, proceeding or other action seeking issuance consent to the appointment of a warrant of attachmentreceiver, executiontrustee, distraint custodian, sequestrator, conservator or similar process against all official for the Company or any for a substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacatedassets, discharged, or stayed or bonded pending appeal for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or file an answer admitting the material allegations of a petition filed against it in any other Loan Party shall take any formal action in furtherance ofsuch proceeding, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any other Loan Party shall make a general assignment for the benefit of its creditors; orcreditors or (vi) take any action for the purpose of effecting any of the foregoing; (gd) if (i) an ERISA Event shall have occurredthe Company breaches any other covenant of the Company contained in this Agreement, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal breach continues for a period of 30 consecutive thirty (30) business days after the entry thereof; or (i) any Loan Party shall be found responsible for (A) Investor delivers written notice of the release by any Loan Party, any of its Subsidiaries or any other Person of any Hazardous Substance into breach to the environmentCompany, or (Bii) any violation of any Environmental Law representation 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided warranty made in this Agreement by the Company shall be materially incorrect when made or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; ordeemed made. (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is 9.02 If an Event of Default specified occurs under Section 7.01 and is continuing, then the Company agrees to employ, at its own expense, an Intermediary (the “Intermediary”) to determine the proper course of action, based on what is in clause (i) or (ii) the best interests of paragraph (f) above with respect Investors, including, but not limited to, a Forbearance Agreement. Investor agrees to Parent or abide by the Borrowerdetermination of the Intermediary. If no suitable course of action is agreed upon by the Company, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts 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) shall immediately become due and payable, and (B) if such event is any other Event of DefaultDefault continues, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 the aggregate then undrawn outstanding principal and unexpired amount accrued interest shall, at the option of the Investor (as communicated by the Investor) automatically, become immediately due and payable by the Company to the Investor and Investor may employ an attorney to enforce the Investor’s rights and remedies. The rights and remedies of the Investor as provided in this Agreement shall be cumulative and may be pursued singly, successively, or together against any other funds, property or security held by the Investor for payment or security, in the sole discretion of the Investor. The failure to exercise any such right or remedy shall not be a waiver or release of such Letters rights or remedies or the right to exercise any of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowerthem at another time.

Events of Default Remedies. If (a) The occurrence of any one or more of the following events shall occur and be continuingconstitute an "Event of Default" hereunder: (ai) the Borrower shall fail Borrower’s failure to pay any principal amount payable under either of any Loan or Reimbursement Obligation when due the Notes in accordance with the terms hereofthereof; or the provided, however, that Borrower shall fail have three (3) business days in which to cure any failure to pay any interest on any Loan, Reimbursement Obligation, any fees hereunder or any other amount payable hereunder or due under any other Loan Document within five Business Days after of the Notes; (ii) Borrower’s failure to issue any such interest, fees or other amounts becomes due Common Stock issuable under any of the Convertible Notes in accordance with the terms hereof; orthereof upon Lender’s exercise of the Conversion Right, as defined in such Convertible Note; (biii) Borrower’s breach of any representation or and warranty made or deemed made by any Loan Party herein or to Lender in any other Loan Document of the Transaction Documents 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance Borrower’s breach of any covenant contained in Sections 6.3 (as it relates to the existence under any of the Parent or the Borrower), 6.5, 6.6 or 6.9, or Section 7; or Transaction Documents which is not cured within ten (d10) any Loan Party shall default in the observance or performance business days 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 30 days after the earlier of the date such Loan Party obtains knowledge Borrower learning of such default breach or the date on which written of notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 payablefrom Lender; provided, however, that a defaultif the cure will take more than ten (10) business days and Borrower is diligently pursuing such cure during such ten (10) business day period, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute then an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing not occur with respect to Indebtedness such breach if it is cured within twenty (20) business days of the earlier of an officer of Borrower learning of such breach or Contingent Obligations the aggregate outstanding principal amount receipt by Borrower of which is $10,000,000 or more; ornotice thereof from Lender; (iiv) 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 has an order for relief entered with respect to itagainst it under the federal Bankruptcy Code, (B) makes an assignment for the benefit of creditors, (C) applies for or seeks the appointment of a receiver, liquidator, assignee, trustee or other similar official for it or of any substantial part of its property or any such official is appointed, other than upon Borrower’s request, and such unrequested appointment continues for sixty (60) days, (D) institutes proceedings seeking an order for relief under the federal Bankruptcy Code or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustmentadjustment or composition of it or any of its debts under other applicable federal or state law relating to creditor rights and remedies, winding-upor any such proceeding is filed against it, liquidationother than upon Borrower’s request, dissolutionand such unrequested proceeding continues undismissed or unstayed for thirty (30) days, composition or other relief (E) takes corporate action in furtherance of any of the foregoing actions; (v) the occurrence and continuance of any default under any lease or agreement for borrowed money having an outstanding principal amount in excess of $100,000 that gives the lessor or the creditor of such indebtedness, as applicable, the right to accelerate the lease payments or the indebtedness, as applicable, or the right to exercise any rights or remedies with respect to it or its debts, or any of the Collateral; (Bvi) 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 Borrower 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 any judgment or order for relief or any such adjudication or appointment or (B) against Borrower which remains undismissed unsatisfied or undischarged and in effect for forty-five (45) days after such entry without a period stay of 60 days; enforcement or execution; (iiivii) there shall be commenced against Borrower or any other Loan Party any case, proceeding or other action seeking issuance the occurrence of a warrant Change 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any other Loan Party shall make a general assignment for the benefit of its creditorsControl; or (g) (i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (ivviii) any Loan Party material portion of Borrower’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within ten (10) business days, or Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which could reasonably be expected to result in a Material Adverse Effect; orits business affairs. (hb) one or more final non-appealable judgments or decrees shall be entered against Upon the occurrence and during the continuance of any Loan Party involving in Event of Default, Lender, may at any time, do any of the aggregate a liability of more than $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after the entry thereof; orfollowing: (i) any Loan Party shall be found responsible for (A) accelerate the release by any Loan Party, any payment 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; oramounts owing under the Notes; (jii) any guarantee enforce the Notes by exercise of the rights and remedies under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or granted to Lender by applicable law; and (iii) exercise, in addition to all other rights and remedies granted in this Agreement, all rights and remedies of a secured party under the UCC and other applicable laws. (c) Without limiting the generality of the foregoing provisions in Section 5(b), Lender shall have the right to sell or otherwise dispose of all or any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such Security Documentterms and conditions, all as Lender, in its sole discretion, may deem advisable, and it shall have the right to purchase at any such sale. Borrower agrees that a notice sent at least fifteen (15) security days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made shall be reasonable notice of such sale or other disposition. The proceeds of any such sale or other Collateral disposition shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to Lender's reasonable and documented attorneys’ fees and legal expenses, and then to the Obligations and to the payment of any other amounts required by applicable law, after which Lender shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Lender is legally entitled, Borrower shall be liable for the deficiency, together with interest thereon at the default rate specified in the securitiesNotes, assets and the reasonable and documented fees of any attorneys Lender employs to collect such deficiency; provided, however, that the foregoing shall not be deemed to require Lender to resort to or properties covered thereby, except initiate proceedings against the Collateral prior to the extent that collection of any such loss of perfection or priority results deficiency from Borrower. To the failure extent permitted by applicable law, Borrower waives all claims, damages and demands against Lender arising out of the Administrative Agent retention or sale or lease of the Collateral or other exercise of Lender's rights and remedies with respect thereto. (d) To the extent permitted by law, Borrower covenants that it will not at any time insist upon or plead, or in any manner whatever claim or take any benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor claim, take or insist upon any benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisal of the Collateral or any part thereof, prior to maintain possession any sale or sales thereof to be made pursuant to any provision herein contained, or the decree, judgment or order of certificates representing securities pledged under the Guarantee and Pledge Agreementany court of competent jurisdiction; or, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state or otherwise to redeem the property so sold or any part thereof, and, to the full extent legally permitted, hereby expressly waives all benefit and advantage of any such law or laws, and covenants that it will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Lender, but will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted. (le) there Any sale, whether under any power of sale hereby given or by virtue of judicial proceedings, shall occur any Change of Control of Parent; thenoperate to divest all Borrower's right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against all persons and entities claiming the Collateral sold or any such eventpart thereof under, (A) if such event is an Event of Default specified in clause (i) by or (ii) of paragraph through Borrower, its successors or assigns. (f) above Borrower appoints Lender, and any officer, employee or agent of Lender, with respect to Parent full power of substitution, as Borrower's true and lawful attorney-in-fact, effective as of the date hereof, with power, in its own name or in the name of Borrower, automatically during the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts continuance 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 an Event of Default, either to endorse any notes, checks, drafts, money orders, or both other instruments of payment in respect of the following actions Collateral that may be taken: (i) come into Lender's possession, to sign and endorse any drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; to pay or discharge taxes or Liens at any time levied or placed on or threatened against the consent Collateral; to demand, collect, issue receipt for, compromise, settle and sxx for monies due in respect of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice Collateral; to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 notify parties obligated with respect to the Collateral to make payments directly to Lender; and, generally, to do, at Lender's option and at Borrower's expense, at any time, or from time to time, all acts and things which presentment for honor Lender deems necessary to protect, preserve and realize upon the Collateral and Lender's security interest therein to effect the intent of this Agreement, all as fully and effectually as Borrower might or could do; provided that Lender provides Borrower with prompt notice of such actions having been taken and Borrower hereby ratifies all that said attorney shall not have occurred at lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the time Obligations are outstanding. (g) All 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 Lender's rights and remedies with respect to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, cumulative and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowerexercised singly or concurrently.

Events of Default Remedies. If any 9.1 The following shall constitute “Events of Default” under this Agreement with respect to the following events shall occur and be continuingBorrower: (ai) failure by the Borrower shall fail to pay make any principal of any Loan or Reimbursement Obligation payment required under this Agreement 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 Business Days after any such interest, fees or other amounts same becomes due in accordance with and payable (whether at maturity, by acceleration or otherwise) and 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 continuation of such other Loan Document when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence of the Parent or the Borrower), 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 failure for a period of 30 thirty (30) days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; orthereafter; (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 Borrower voluntarily liquidates; (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one the Borrower pursuant to or more defaults, events or conditions of within the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) Borrower or any other Loan Party shall commence any case, proceeding or other action (A) under any existing or future law meaning of any jurisdiction, domestic insolvency law: (a) commences a voluntary case or foreign, relating proceeding; (b) consents to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against Borrower 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 against it in an involuntary case or proceeding; (c) consents to the appointment of any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against Borrower or any other Loan Party any casereceiver, proceeding or other action seeking issuance of a warrant of attachmenttrustee, executionassignee, distraint liquidator or similar process against office under any insolvency law (“Custodian”) of it or for all or any substantial part substantially all 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 for a period of 30 consecutive days following the entry thereofproperty; or (ivd) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any other Loan Party shall make a makes general assignment for the benefit of its creditors; or(e) generally is unable to pay its debts as they become due; (g) (i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) a court of competent jurisdiction enters an order or decree (that remains unstayed and in effect for sixty (60) days) under any Loan Party applicable law that: (a) appoints a Custodian of the Borrower or any for all or substantially all of their respective ERISA Affiliates shall have been notified by its property; or (b) orders the sponsor liquidation of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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 Borrower; (v) the Borrower uses an Advance or any portion thereof for any purpose other event or condition shall occur or exist with respect to than 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, which could reasonably be expected to result in a Material Adverse EffectPermitted Use; or (hvi) one or more final non-appealable judgments or decrees shall be entered against any Loan Party involving there occurs a Change of Ownership in the aggregate a liability Borrower. For the purposes of more than $10,000,000this Agreement, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period “Change of 30 consecutive days after the entry thereofOwnership” means; or (i) any Loan Party shall be found responsible for (Aa) the release by any Loan Party, any of its Subsidiaries or any other Person addition 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 new Material Adverse Effect; or (j) any guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts 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) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice Shareholders to the Borrower, declare beyond such Material Shareholders set forth in the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts Register 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 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 payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations Shareholders of the Borrower hereunder and under attached hereto in Schedule 9.1(vi)(a), whether by issuance of new shares by the Borrower, transfer of shares by shareholders of the Borrower, court order or any other Loan Documents. After all action which will serve as cause to require the Borrower to amend its Register of Shareholders to such Letters effect as to create a new Material Shareholder in the Borrower; or (b) a change to the Means of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations Control of the Borrower hereunder as set forth in Schedule 9.1(vi)(b). The terms “Material Shareholder” and under “Means of Control” as used in this Agreement have the other Loan Documents shall have been paid meanings ascribed to such terms in full, Section 88 of the balance, if any, Israeli Tax Ordinance [New Version] (“Section 88”); provided however that the meaning ascribed to Means of Control as used in such cash collateral account this Agreement shall be returned limited solely to the Borrower item number (or 2) under such other Person as may be lawfully entitled thereto). Except as expressly provided above definition in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the BorrowerSection 88.

Events of Default Remedies. If any (a) Each of the following events shall occur and be continuing: (a) 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 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence of the Parent or the Borrower), 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 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of Default" under this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; orNote: (i) Borrower The failure of Maker to pay when due any part of the Principal Sum, interest or other payment required to be made pursuant to this Note. (ii) The failure of Maker to observe or perform any other Loan Party shall commence any caseobligation set forth in this Note or that certain Stock Purchase Agreement between SWS Group, proceeding or other action Inc. ("SWS") and Maker, dated as of December 14, 2001 (the "SPA"); (iii) Any transfer of the Collateral by Maker to SWS as a result of an exercise (A) under any existing or future law by SWS of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debtscall right, or (B) seeking appointment by Maker of any put right, pursuant to the terms of the SPA; or (iv) If Maker (a) makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assetsMaker's property; or (iib) there shall be commenced against Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or any other Loan Party shall generally not, or shall be unable to, or shall admit admits in writing its Maker's inability to, to pay its his or her debts as they become due; (c) has a receiver, trustee or custodian appointed for, or take possession of, all or substantially all of Maker's assets, either in a proceeding brought by Maker or in a proceeding brought against Maker and such appointment is not discharged or such possession is not terminated within sixty (vi60) days after the effective date thereof or Borrower he or she consents to or acquiesces in such appointment or possession; (d) files a petition for relief under the United States Bankruptcy Code or any other Loan Party shall make a general assignment present or future federal or state insolvency, bankruptcy or similar laws (all of the foregoing hereinafter collectively called "Applicable Bankruptcy Law") or an involuntary petition for relief is filed against Maker under any Applicable Bankruptcy Law and such involuntary petition is not dismissed within sixty (60) days after the benefit of its creditors; or (g) (i) filing thereof, or an ERISA Event shall have occurredorder for relief naming Maker is entered under any Applicable Bankruptcy Law, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any composition, rearrangement, extension, reorganization or other relief of their respective ERISA Affiliates shall debtors now or hereafter existing is requested or consented to by Maker; (e) fails to have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for discharged within a period of 30 consecutive thirty (30) days after the entry thereofany attachment, sequestration or similar writ levied upon a substantial part of Maker's property; oror (f) fails to pay within thirty (30) days any final money judgment against Maker. (ib) any Loan Party shall be found responsible for (A) Upon the release by any Loan Party, any occurrence and during the continuance 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement Note, Payee may declare the entire unpaid Principal Sum 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 accrued and unpaid interest on this Note immediately become due and payable, without further notice, demand, or presentment, foreclose any liens or security interests securing all or any part hereof, or exercise any other right or remedy to which Payee may be entitled by agreement, at law, or in equity; provided, however, that -------- ------- no Event of Default shall be deemed to have occurred unless notice of the event giving rise to a potential Event of Default shall have been delivered to Maker and Maker shall have failed to correct or cure such event within fifteen (15) days following his receipt of such notice; provided further, however, that upon any Event of Default under ---------------- ------- Section 3(a)(iii) and (Biv) if such event is any other Event of Defaulthereof, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments this Note shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 automatically become due and payable forthwith, whereupon without necessity of any notice or action on the same shall immediately become due part of Payee and payablewithout the ability of Maker to cure such event. 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 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 payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit Payee shall have expired or been fully drawn upon, if any, shall be applied all rights and remedies available to repay other obligations of the Borrower hereunder and it under the other Loan Documents. After all such Letters Uniform Commercial Code as adopted in the State 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the BorrowerTexas.

Events of Default Remedies. If any Each of the following events shall occur and be continuing: (a) 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 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 when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence of the Parent or the Borrower), 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 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of under this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; orGuaranty: (i) Borrower If any representation or warranty by Guarantor herein or in any other writing furnished in connection with or pursuant to this Guaranty shall be false in any material respect on the date as of which made; (ii) If Guarantor defaults in the performance or observance of any agreement, covenant, term or condition contained in this Guaranty or in any of the Loan Party shall commence any case, proceeding or other action Documents; (iii) If Guarantor shall: (A) call a meeting of or make an assignment for the benefit of creditors, (B) file a petition in bankruptcy, or be adjudicated insolvent or bankrupt, (C) suffer an order for relief under any existing federal bankruptcy law, or future petition or apply to any tribunal for the appointment of a receiver or a trustee for Guarantor or a substantial part of Guarantor's assets, (D) commence any proceedings under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, domestic whether now or foreignhereafter in effect, (E) have filed against Guarantor a petition, relating to bankruptcyapplication or proceeding described above in subdivision (D) or such a petition, insolvencyapplication or proceeding shall have been commenced against Guarantor, reorganization which remains undismissed or relief unstayed for a period of debtorssixty (60) days or more, (F) by any act or omission indicate Guarantor's consent to, seeking to have an order for relief entered with respect to itapproval of or acquiescence in any petition, application or seeking to adjudicate it a bankrupt proceeding described above in subdivision (D) or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking in the appointment of a receiver, trustee, custodian, conservator receiver or other similar official any trustee for it or for all or any substantial part of its assets; or any of Guarantor's property, (iiG) there shall be commenced against Borrower 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 suffer any such adjudication custodianship, receivership or appointment or (B) remains undismissed or trusteeship to continue undischarged for a period of 60 days; forty-five (45) days or more, (iiiH) conceal, remove or permit to be concealed or removed, any part of Guarantor's property, with intent to hinder, delay or defraud its creditors or any of them, (I) make or suffer a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law, (J) make any transfer of Guarantor's property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid, (K) shall suffer or permit, while insolvent, any creditor to obtain a lien upon any of Guarantor's property through legal proceedings or distraint which is not vacated within forty-five (45) days from the date thereof, (L) generally not pay Guarantor's debts as such debts become due, or (M) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any 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 Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is an Event of Default specified under the Security agreement. Upon the occurrence of an Event of Default, the Lender, at its option, may declare all sums guaranteed hereunder to be and become forthwith due and payable under the terms of and with the effect provided in clause this Guaranty, regardless of whether (i) a default by the Borrower shall have occurred under any of the Loan Documents or (ii) the Lender shall have exercised any of paragraph (f) above with respect to Parent its rights or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing remedies under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries any 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 following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 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 payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

Events of Default Remedies. If Factor may terminate this Agreement without notice if any of the following events (each, an "Event of Default") shall occur and be continuing: occur: (a) Client shall default in the Borrower shall fail to pay any principal payment of any Loan of the Obligations on the due date thereof (whether due at stated maturity, on demand, upon acceleration or Reimbursement Obligation when due in accordance with the terms hereofotherwise); 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 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 when made which Client to Factor shall be false prove incorrect or misleading in any material respect when mademade or furnished; or(c) (ci) any Loan Party Client shall default in the observance or performance of breach any covenant or agreement contained in Sections 6.3 (as it relates to the existence 1-2, 6-9, 11-12 or 27 of the Parent or the Borrower), 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 30 days after the earlier Sections 5 or 11 of the date such Loan Party obtains knowledge Factoring Agreement - Inventory Supplement of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was createdeven date, or (ii) default Client shall breach any covenant or agreement contained in the observance or performance of any Agreement (other agreement or condition relating to any such Indebtedness or Contingent Obligations 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 (than those set forth 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) 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 bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against Borrower or any other Loan Party any case, proceeding or other action of a nature Sections referred to in clause (i) above immediately above) or any supplement hereto or any other agreement between Client and Factor, and such covenant or agreement is not remediable or, if remediable, continues unremedied for a period of ten (10) days after the earlier to occur of (x) the date on which such breach is known or reasonably should have become known to any officer of Client and (y) the date on which Factor shall have notified Client of such breach; (d) Client or any guarantor of the Obligations shall file or have filed against it a petition, answer or consent seeking relief under Title 11 of the United States Bankruptcy Code, as now constituted or hereafter amended, or any other applicable Federal or state bankruptcy law or other similar law (except that with respect to any of such actions filed against Client or any guarantor, Client shall have up through the earlier to occur of (Ai) results in sixty (60) days following such filing or (ii) the entry of an order granting the relief sought in such action, to cause such action to be dismissed), or a receiver, liquidator, assignee, trustee or similar official shall be appointed for relief Client or any such adjudication or appointment or (B) remains undismissed or undischarged for a period guarantor of 60 days; or (iii) there shall be commenced against 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 the Obligations or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacatedor his property; (e) Client fails, dischargedcloses, suspends, or stayed or bonded pending appeal for a period goes out of 30 consecutive days following the entry thereofbusiness; or (ivf) Borrower there is a change (by death or otherwise) in Client's principal stockholders or owners. At any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any 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 Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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, which 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 $10,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days time after the entry thereof; or (i) any Loan Party shall be found responsible for (A) the release by any Loan Party, any occurrence 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall deny in writing that it has any further liability under the Guarantee and Pledge Agreement (excluding release of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is an Event of Default specified that is not waived by Factor, Factor shall have, in clause (i) or (ii) addition to all of paragraph (f) above with respect the rights and remedies of a secured party under Article 9 of the UCC and other applicable law, the right to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) remove from any of Client's premises any and all other amounts owing under this Agreement books and records that may pertain to the other Loan Documents (including all amounts of L/C Obligations, whether Accounts Receivable 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 following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 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 payment of drafts drawn under such Letters of Credithereunder, and the unused portion thereof after right to receive, open and dispose of all mail addressed to Client and notify postal authorities to change the address for delivery of Client's mail to such Letters address as Factor may designate, provided, that Factor, upon Client's request, agrees to provide copies of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations any of the Borrower hereunder foregoing to Client at Client's expense. Client hereby appoints Factor or such persons as Factor designates as Client's attorney-in-fact to do all acts 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 anythings necessary, 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, presentment, demand, protest and all other notices Factor's determination after an Event of any kind are hereby expressly Default that is not waived by the BorrowerFactor, to fulfill Client's obligations under this Agreement.

Events of Default Remedies. If any Each of the following events shall occur and be continuingconstitute an “Event of Default” hereunder: (a) the Borrower shall fail The Company fails to pay make any principal of any Loan or Reimbursement Obligation payment 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 this Note within five Business Days (5) days after any such interest, fees or other amounts becomes the applicable due in accordance with the terms hereof; ordate; (b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that A receiver 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 when made which shall be false or misleading in appointed for any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3 (as it relates to the existence part of the Parent or the Borrower), 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 30 days after the earlier of the date such Loan Party obtains knowledge of such default or the date on which written notice thereof is given to the Borrower by the Administrative Agent; or (e) any Loan Party shall (i) default in making any payment of any principal of or interest on any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existCompany’s property, 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 unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) 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 bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against Borrower 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 undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against 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 for a period of 30 consecutive days following the entry thereof; or (iv) Borrower or any other Loan Party shall take any formal action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or 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) or Borrower or any other Loan Party shall make Company makes a general assignment for the benefit of creditors, or the Company becomes a debtor or alleged debtor in a case under the U.S. Bankruptcy Code or becomes the subject of any other bankruptcy or similar proceeding for the general adjustment of its creditorsdebts or for its liquidation and such proceeding is not dismissed within ninety (90) days; (c) The Company breaches any material obligation to Holder under this Note and does not cure such breach within twenty (20) days after written notice thereof has been given by or on behalf of Holder to the Company; or (gd) The Company’s Board of Directors or stockholders adopt a resolution for the liquidation, dissolution or winding up of the Company. Upon the occurrence of any Event of Default, all accrued but unpaid expenses, accrued but unpaid interest, all principal and any other amounts outstanding under this Note shall (i) an ERISA in the case of any Event shall have occurred, of Default under Section 6(b) above become immediately due and payable in full without further notice or demand by Xxxxxx and (ii) a trustee shall be appointed by a United States district court to administer in the case of any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any Event of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability 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 Default other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vthan under Section 6(b) above, such event become immediately due and payable upon written notice by or conditionon behalf of Holder to the Company. Furthermore, together the Company hereby irrevocably appoints Holder as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse the Company’s name on any checks or other forms of payment or security, including, without limitation, forms of payment received in connection with all other such events Financed Consumer Loans; (b) pay, contest or conditionssettle any Lien, if anycharge, which 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 $10,000,000encumbrance, security interest, and all such judgments adverse claim in or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal for a period of 30 consecutive days after to 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 guarantee under the Guarantee and Pledge Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms)Collateral, or any Loan Party shall deny in writing that it has judgment based thereon, or otherwise take any further liability under action to terminate or discharge the Guarantee same; and Pledge Agreement (excluding release c) transfer the Collateral into the name of Holder for the benefit of Holder or a third party as the Code permits. The Company hereby appoints Holder as its lawful attorney-in-fact to sign the Company’s name on any documents necessary to perfect or continue the perfection of any Loan Party in accordance with the Loan Documents); or (k) any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss Collateral regardless of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged under the Guarantee and Pledge Agreement; or (l) there shall occur any Change of Control of Parent; then, and in any such event, (A) if such event is whether an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to Parent or the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and has occurred until all other amounts owing obligations 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) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (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 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 payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have 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 Note have been satisfied in full. Xxxxxx’s foregoing appointment as the Company’s attorney in fact, and all other of Xxxxxx’s rights and powers, coupled with an interest, are irrevocable until all obligations of the Borrower hereunder and under the other Loan Documents shall this Note 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, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowerfully repaid.