Common use of Events of Default Clause in Contracts

Events of Default. If one or more of the following events ("Events of Default") shall have occurred and be continuing: (a) the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Events of Default. If one or more of the The following events ("shall constitute Events of Default") shall have occurred and be continuing: (a) the Borrower shall i. you fail to pay make any payment when due any principal of any Loan under this Agreement or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in other provision of this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the such failure on or before thirty days continues for one Business Day after notice thereof of non- performance has been given by us to the Borrower and the Company by the Agent at the request of any Bankyou; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall ii. you commence a voluntary case or other proceeding procedure seeking or proposing liquidation, reorganization reorganization, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to itself you or its your debts under any bankruptcy, insolvency insolvency, regulatory, supervisory or similar law (including any corporate or other similar law now or hereafter in effect with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of it you or any substantial part of its propertyyour assets, or shall if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to any such relief or to the appointment of or taking possession by any such official in proposals; iii. an involuntary case or other proceeding procedure is commenced against ityou seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other similar relief with respect to it you or its your debts under any bankruptcy, insolvency insolvency, regulatory, supervisory or similar law (including any corporate or other similar law now or hereafter in effect with potential application to you, if insolvent) or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official Custodian of it you or any substantial part of its property, your assets and such involuntary case or other proceeding shall remain undismissed and unstayed for a procedure either: 1) has not been dismissed within five days of its institution or presentation; or 2) has been dismissed within such period but solely on the grounds of 60 days; an insufficiency of assets to cover the costs of such case or an order for relief shall be entered against the Company other procedure; iv. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any Material Subsidiary under the bankruptcy or insolvency laws as now law applicable to you: or hereafter in effect in Canada any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the United Stateswhole or any part of your property, undertaking or assets (tangible and intangible); (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company v. you or any Subsidiary Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “Credit Support Document”); vi. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; vii. any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; viii. any Credit Support Document expires or ceases to be in full force and such judgments or orders shall continue unsatisfied and unstayed for a period effect prior to the satisfaction of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; ix. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; or x. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (iEvents of Default) a Change of Control shall occur; then, and occurs in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice respect of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.Credit Support Provider;

Events of Default. If The occurrence of any one or more of the following events shall be deemed to be a default hereunder ("“Events of Default") shall have occurred and be continuing:”): (a) the Borrower Borrowers shall fail to pay when due any principal of any Loan on the Maturity Date the Principal Amount or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof; (b) the Company Borrowers shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 of its obligations under this Promissory Note or 5.05the Security Agreement; (c) any event or condition shall occur which results in the Borrower acceleration of the maturity of any obligation of the Borrowers or enables (or, with the Company shall fail giving of notice or lapse of time or both, would enable) a creditor of the Borrowers to observe accelerate the maturity thereof or, under circumstances in the nature of a default, to require the prepayment or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice repurchase thereof has been given prior to the Borrower and the Company by the Agent at the request of any Bankmaturity thereof; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary Borrowers shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (ge) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary Borrowers seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 twenty (20) days; or an order for relief shall be entered against the Company or any Material Subsidiary Borrowers under the federal bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States;effect; or (hf) one or more judgments or orders for the payment of money in an aggregate amount in excess of $300,000,000 100,000.00 shall be rendered against the Company or any Subsidiary Borrowers and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 5 days, if, after such 30-day period, such continuation has or any action shall be legally taken by a material adverse impact on the ability judgment creditor to levy upon assets or properties of the Company and Borrowers to enforce any such judgment. Upon an Event of Default, the BorrowerLender may, taken togetherat the Lender’s option, to perform their obligations under this Agreement; or (i) a Change without notice or demand of Control shall occur; thenany kind to Borrowers or any other person, declare the entire Principal Amount and in every such eventall accrued and unpaid interest hereunder immediately due and payable, (ii) exercise any and all rights, power and remedies available to it under the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminateSecurity Agreement, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loansexercise any and all rights, by notice power and remedies available to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest it at law or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerequity.

Events of Default. If one or more of the following events ("“Events of Default"”) shall have occurred and be continuingcontinuing with respect to a Borrower: (a) the such Borrower shall fail to pay when due any principal of any Loan made to it or shall fail to pay within 5 days of the due date thereof any interestinterest on any Loan, any fees or any other amount payable hereunder within five days of the due date thereofby it hereunder; (b) the Company such Borrower shall fail to observe or perform any covenant contained in Sections 5.02(bSection 6.1(c), 5.04 Section 6.5, Section 6.6 or 5.05Section 6.7; (c) the such Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty for 30 days after notice thereof has been given to the such Borrower and the Company by the Administrative Agent at the request of any BankLender; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the such Borrower or the Company in this Agreement or in any certificate or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of such Borrower and any of its Subsidiaries in an aggregate outstanding amount in excess of (i) in the Company exceeding on case of TMCC, US$250,000,000 or its face $100,000,000 Dollar Equivalent, (ii) in principal amount the case of TFSUK, TMFNL or TCCI, US$125,000,000 or its Dollar Equivalent and (whether iii) in the case of each other Borrower, US$75,000,000 or its Dollar Equivalent, shall not be paid when due or shall be accelerated prior to its stated maturity date and, within 10 days after written notice thereof is given to such Borrower(s) by the Administrative Agent, such indebtedness now exists shall not be discharged or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; orannulled; (f) the Company such Borrower or any Material Significant Subsidiary of such Borrower shall commence a voluntary case or other consent to the commencement of any proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its propertyDebtor Relief Law, or shall consent to any such relief or to the appointment of or taking possession by any such official in makes an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or shall fail generally an order for relief is entered in any such proceeding; provided that, as to pay its debts as they become dueTKG, or shall take any corporate action a mere notification of an imminent illiquidity pursuant to authorize any Section 46(b) sentence 1, second half sentence of the foregoingGerman Banking Act (Kreditwesengesetz) to BaFin shall not be an Event of Default; (g) any member of the ERISA Group shall fail to pay when due an involuntary case amount or amounts aggregating in excess of US$250,000,000 which it shall have become liable to pay under Title IV of ERISA or as a result of one or more of the following: (i) termination of a Plan by any member of an ERISA Group, any plan administrator or any combination of the foregoing; (ii) the PBGC instituting proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Plan, or the PBGC being entitled to obtain a decree adjudicating that any Plan must be terminated; or (iii) a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $250,000,000; provided that no Default or Event of Default under this section 7.1(g) shall be deemed to have occurred if any Borrower or member of the ERISA Group shall have made arrangements satisfactory to the PBGC and the Required Lenders to discharge or otherwise satisfy such liability (including by the posting of a bond or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United Statessecurity); (h) judgments or orders for the payment of money in excess of $300,000,000 (i) in the case of TMCC, US$250,000,000 or its Dollar Equivalent, (ii) in the case of TFSUK, TMFNL or TCCI, US$125,000,000 or its Dollar Equivalent and (iii) in the case of each other Borrower, US$75,000,000 or its Dollar Equivalent, in the aggregate shall be rendered against the Company such Borrower or any Significant Subsidiary of such Borrower and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 45 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) such Borrower shall cease to be a Change of Control shall occurTMC Consolidated Subsidiary; then, and in every such event, the Administrative Agent shall shall, at the request of, or may, with the consent of, the applicable Required Lenders and after notice to TMCC and the applicable Borrower (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments commitment of each Lender to make Loans to such Borrower, and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of declare the aggregate unpaid principal amount of the Loansall outstanding Loans made to such Borrower, by notice to the Borrower declare the Loans (together with all interest accrued interest and unpaid thereon) to be, and the Loans shall thereupon become, all other amounts owing or payable hereunder or under any other Loan Document by such Borrower to be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; provided provided, however, that in upon the case occurrence of any an actual or deemed entry of the Events of Default specified in clause 6.01(f) or 6.01(g) above an order for relief with respect to any Borrower under the Company or Bankruptcy Code of the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the BanksUnited States, the Commitments obligation of each Lender to make Loans to such Borrower shall thereupon terminate automatically terminate, the unpaid principal amount of all outstanding Loans made to such Borrower and the Loans (together with accrued all interest thereon) and other amounts as aforesaid shall automatically become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerpayable.

Events of Default. If one or more of the The following events ("shall be Events of Default") shall have occurred and be continuingDefault under this Agreement: (a) the Borrower The Purchaser shall fail to pay when due make any principal payment (including without limitation any Royalty Payment) in accordance with the terms of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder this Agreement within five ten (10) days of the due date thereofafter such payment is due; (b) The Purchaser shall fail to furnish to Seller any Payment Statement (as defined in Section 7.9(e) hereof) within ten (10) days after such Payment Statement is due; (c) Except as provided in Section 7.6 hereof, the Company Purchaser, without the prior written consent of Seller, shall resell or abandon any Trademark (other than the Somali Trademark) or the NDA or effect any substantial change of ownership or control of Purchaser before payment in full of all payments required or potentially required under Section 2.3, provided that such Event of Default shall be deemed to have occurred immediately prior to any such resale, abandonment or substantial change as set forth in Section 7.5 hereof; (d) The Purchaser shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any other covenant or agreement contained in this obligation required to be observed or performed by it hereunder or under the Material Transfer Agreement (other than those covered by clause (a) or (b) above) and does not remedy between the failure on or before thirty days after notice thereof has been given to parties hereto dated as of the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made)date hereof; (e) an event of default as defined Any financial statement, representation, warranty or certificate (including without limitation any Payment Statement required pursuant to Section 7.9(e) hereof) made or furnished by the Purchaser to Seller in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists connection with this Agreement shall be materially false, incorrect or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; orincomplete when made; (f) the Company or any Material Subsidiary The Purchaser shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself admit its insolvency or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally inability to pay its debts as they mature, the Purchaser shall become duea debtor in any proceedings in bankruptcy or for reorganization, or Purchaser shall take any corporate action to authorize any of discontinue normal business operations or materially change the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part nature of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerbusiness.

Events of Default. If The occurrence of one or more of the following events ("Events constitutes an Event of Default") shall have occurred and be continuing, whether occurring voluntarily or involuntarily, by operation of law or pursuant to any order of any court or governmental agency: (a1) the The Borrower shall fail fails to pay when due any principal of make any Loan or shall fail payment within thirty (30) days after the payment is scheduled to pay any interest, any fees or any other amount payable hereunder within five days of be made according to the due date thereofrepayment schedule; (b2) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any Any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect hereunder was untrue in any material respect when made (or deemed as of the date it was made); (e3) The Borrower becomes insolvent or admits in writing an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally inability to pay its debts as they become duemature or applies for, consents to, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter acquiesces in effect or seeking the appointment of a trustee, receiver, liquidator, custodian trustee or other similar official of it receiver for the Borrower or any a substantial part of its property; or in the absence of such application, consent, or acquiescence, a trustee or receiver is appointed for the Borrower or a substantial part of its property and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 is not discharged within sixty (60) days; or an order for relief shall be entered any bankruptcy, reorganization, debt arrangement or moratorium or any dissolution or liquidation proceeding is instituted by or against the Company Borrower and, if instituted against the Borrower, is consented to or any Material Subsidiary under acquiesced in by the bankruptcy Borrower or insolvency laws as now or hereafter in effect in Canada or the United Statesis not dismissed within twenty (20) days; (h4) judgments As a result of any changes in the United States Constitution or orders for the payment Oregon Constitution or as a result of money any legislative, judicial, or administrative action, any part of this Loan Agreement becomes void, unenforceable or impossible to perform in excess of $300,000,000 shall be rendered against accordance with the Company or any Subsidiary intent and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability purposes of the Company parties hereto or is declared unlawful; (5) The Borrower defaults in the performance or observance of any covenants or agreements contained in any loan documents between itself and any lender or lenders, and the Borrower, taken together, to perform their obligations under this Agreementdefault remains uncured upon the expiration of any cure period provided by said loan documents; or (i6) a Change of Control shall occur; thenThe Borrower fails to cure non-compliance in any material respect with any other covenant, and in every such eventcondition, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount or agreement of the CommitmentsBorrower hereunder, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more other than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.as set forth in

Events of Default. If one or more of the ‌ The following events ("shall constitute Events of Default") shall have occurred and be continuing: (a) the Borrower shall i. you fail to pay make any payment when due any principal of any Loan under this Agreement or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in other provision of this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the such failure on or before thirty days continues for one Business Day after notice thereof of non- performance has been given by us to the Borrower and the Company by the Agent at the request of any Bankyou; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall ii. you commence a voluntary case or other proceeding procedure seeking or proposing liquidation, reorganization reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to itself you or its your debts under any bankruptcy, insolvency insolvency, regulatory, supervisory or similar law (including any corporate or other similar law now or hereafter in effect with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of it you or any substantial part of its propertyyour assets, or shall if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to any such relief or to the appointment of or taking possession by any such official in proposals; iii. an involuntary case or other proceeding procedure is commenced against ityou seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other similar relief with respect to it you or its your debts under any bankruptcy, insolvency insolvency, regulatory, supervisory or similar law (including any corporate or other similar law now or hereafter in effect with potential application to you, if insolvent) or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official Custodian of it you or any substantial part of its property, your assets and such involuntary case or other proceeding shall remain undismissed and unstayed for a procedure either: 1. has not been dismissed within five days of its institution or presentation: or 2. has been dismissed within such period but solely on the grounds of 60 days; an insufficiency of assets to cover the costs of such case or an order for relief shall be entered against the Company other procedure; iv. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any Material Subsidiary under the bankruptcy or insolvency laws as now law applicable to you: or hereafter in effect in Canada any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the United Stateswhole or any part of your property, undertaking or assets (tangible and intangible); (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company v. you or any Subsidiary Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favor of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); vi. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; vii. any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; viii. any Credit Support Document expires or ceases to be in full force and such judgments or orders shall continue unsatisfied and unstayed for a period effect prior to the satisfaction of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; ix. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; orx. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; (i) xi. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a Change material adverse effect upon, your ability to perform any of Control shall occur; then, and in every such event, your obligations under this Agreement; xii. you fail or omit to disclose to us your capacity as the Agent shall (i) if requested by Banks having beneficial owner of more than 50% in aggregate amount of the Commitments, by notice one accounts you may maintain with us and/or your capacity to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice act as a money manager on behalf of any kind, all other client of which are hereby waived by the Borrower; provided that us; xiii. you take advantage of delays occurred in the case of any of prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect system to the Company or the Borrower, without any notice trade at prices not quoted to the Company or the Borrower or you by us and you perform any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans action that constitutes improper trading; and/or xiv. any event of default (together with accrued interest thereonhowever described) shall become immediately due and payable without presentment, demand, protest or occurs in relation to you under any other notice of any kind, all of which are hereby waived by the Borroweragreement between us.

Events of Default. If one or more The occurrence of any of the following events ("Events shall constitute an “Event of Default") shall have occurred and be continuing” under this Note: (a) the Borrower The Company shall fail to pay when due pay: (i) any principal of any Loan Principal Balance or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of Interest payment on the due date thereofhereunder; or (ii) any other payment required under the terms of this Note on the date due and, in the case of this clause (ii) only, such payment shall not have been made within five (5) Business Days of the Company’s receipt of the Holder’s written notice to the Company of such failure to pay; (b) the The Company shall fail to observe or perform any covenant other covenant, obligation, condition or agreement contained in Sections 5.02(b), 5.04 or 5.05this Note; (c) the Borrower The Company shall: (i) apply for or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given consent to the Borrower and the Company by the Agent at the request appointment of any Bank; (d) any representation a receiver, trustee, liquidator or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event custodian of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company itself or any Material Subsidiary shall part of its assets or property; (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature; (iii) make a general assignment for the benefit of its or any of its subsidiaries creditors; (iv) adopt a plan of liquidation or dissolution or otherwise resolve to be or be dissolved or liquidated; (v) become insolvent (as such term may be defined or interpreted under any applicable statute); (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession of its property by any such official in an involuntary case or other proceeding commenced against it, ; or shall make a general assignment (vii) take any action for the benefit purpose of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize effecting any of the foregoing; (gd) Proceedings instituted by a third party for the appointment of a receiver, trustee, liquidator or custodian of the Company or any part of its assets or property, or an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary proceedings seeking liquidation, reorganization or other relief with respect to it the Company or its the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, shall be commenced and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief entered or such proceeding shall not be entered against dismissed or discharged within sixty (60) days of commencement; or La Rxxx Holdings Corp. – Unsecured Subordinated Promissory Note 3 (e) If this Note shall cease to be, or be asserted by the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary not to be, a legal, valid and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability binding obligation of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and enforceable in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together accordance with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerits terms.

Events of Default. If one or more of the The following events ("shall be considered Events of Default") shall have occurred and be continuingDefault with respect to each Note: (a) The Company shall default in the Borrower shall fail to pay when due any principal payment of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days part of the due principal or unpaid accrued interest on the Note for more than thirty (30) days after the Maturity Date or at a date thereoffixed by acceleration or otherwise; (b) the The Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) make an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally admit in writing its inability to pay its debts as they become due, or shall take file a voluntary petition for bankruptcy, or shall file any corporate action to authorize petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of the foregoing; (g) an involuntary case or other proceeding shall be commenced a petition filed against the Company in any such proceeding, or any Material Subsidiary seeking liquidation, reorganization shall seek or other relief with respect consent to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter acquiesce in effect or seeking the appointment of a any trustee, receiverreceiver or liquidator of the Company, liquidator, custodian or other similar official of it all or any substantial part of the properties of the Company, or the Company or its property, and such involuntary case respective directors or other majority stockholders shall take any action looking to the dissolution or liquidation of the Company; (c) Within thirty (30) days after the commencement of any proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Material Subsidiary under present or future statute, law or regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the bankruptcy appointment without the consent or insolvency laws as now acquiescence of the Company of any trustee, receiver or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment liquidator of money in excess of $300,000,000 shall be rendered against the Company or of all or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period substantial part of 30 days, if, after such 30-day periodthe properties of the Company, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreementappointment shall not have been vacated; or (id) a Change of Control The Company shall occur; then, and in every such eventfail to observe or perform any other obligation to be observed or performed by it under this Agreement, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the CommitmentsNotes, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any Warrants within 30 days after written notice from the Majority Note Holders to perform or observe the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerobligation.

Events of Default. If one or more (i) Notwithstanding Section 1(a) above, at the option and upon the declaration of the following events ("Events of Default") shall have occurred Holder and be continuing: (a) the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after upon written notice thereof has been given to the Borrower and Company, the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement entire Conversion Amount shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable upon an Event of Default. The occurrence of the following shall constitute an “Event of Default”: (1) the Company fails to pay any and such acceleration all unpaid principal, accrued and unpaid interest and all other amounts owing under the Note and the Security Agreement when due and payable pursuant to the terms of the Note; provided, however, that an Event of Default shall not be rescinded deemed to have occurred on account of a failure to pay due solely to an administrative or annulled operational error of any depositary institution that is crediting by ACH or wiring such payment if the Company had the funds to make the payment when due and payment is received by the Holder within 10 two (2) business days of written notice following the Company’s knowledge of such acceleration; orfailure to pay; (f2) the Company or any Material Subsidiary shall commence a voluntary case of its subsidiaries files any petition or other proceeding seeking liquidation, reorganization or other action for relief with respect to itself or its debts under any bankruptcy, reorganization, insolvency or moratorium law or any other similar law for the relief of, or relating to, debtors, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its propertyeffect, or shall consent to makes any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g3) an involuntary case or other proceeding shall be commenced petition is filed against the Company or any Material Subsidiary seeking liquidation, reorganization of its subsidiaries (unless such petition is dismissed or other relief with respect to it or its debts discharged within forty-five (45) days) under any bankruptcy, insolvency bankruptcy statute or other similar law now or hereafter in effect effect, or seeking the appointment of a trusteecustodian, receiver, liquidatortrustee, custodian assignee for the benefit of creditors (or other similar official official) is appointed to take possession, custody or control of it or any substantial part property of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 daysthe Company; or an order for relief shall be entered against or (4) the Company or breaches any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada other material term of this Note or the United StatesSecurity Agreement (unless, in the case of any curable material breach, such material breach is cured within thirty (30) days of the earlier of the date on which (x) the Holder has given notice of such breach to the Company and (y) the Company has actual knowledge of such breach); (h5) the Company amends or modifies the terms of any existing indebtedness in a manner that increases the principal amount thereof or the interest rate applicable thereto, accelerates the maturity of the obligations thereunder or otherwise adversely affects the Holder; provided, that, the foregoing shall not constitute an Event of Default if undertaken, caused, approved or voted in favor of by the Holder in his capacity as an employee, officer or director of the Company; (6) a final judgment or judgments or orders for the payment of money aggregating in excess of $300,000,000 shall be 100,000 that are not covered by insurance or an indemnity from a creditworthy party are rendered against the Company and/or any of its subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; (7) the Company fails to pay, when due, giving effect to any applicable grace period, any payment with respect to any funded indebtedness in excess of $100,000 due to any third party (other than, with respect to unsecured funded indebtedness only, payments contested by the Company in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with U.S. generally accepted accounting principles) or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $100,000, other than unsecured trade obligations in the ordinary course of business, which breach or violation permits the other party thereto to declare a default or otherwise accelerate amounts due thereunder; provided, that, the foregoing shall not constitute an Event of Default if undertaken, caused, approved or voted in favor of by the Holder in his capacity as an employee, officer or director of the Company; or (8) there exists any circumstances or events that would, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company or any Subsidiary and such judgments subsidiary, which default or orders shall continue unsatisfied and unstayed for a period event of 30 days, if, after such 30-day period, such continuation has default would or is likely to have a material adverse impact effect on the ability business, assets, operations or financial condition of the Company and the Borrowerits subsidiaries, taken togetheras a whole; provided, to perform their that, the foregoing shall not constitute an Event of Default if such circumstances or events are undertaken, caused, approved or voted in favor of by the Holder in his capacity as an employee, officer or director of the Company; provided, however, that all obligations under this Agreement; or Note, including without limitation all principal (iincluding any PIK Interest) a Change of Control and all accrued and unpaid interest, shall occur; thenbe accelerated, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments be immediately and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately automatically due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or other action, upon the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice occurrence of any kind, all Event of which are hereby waived by the BorrowerDefault described in clause (2) or (3) of this Section 1(c)(i).

Events of Default. If one or more In addition to the Events of Default contained in Section 6.01 of the Base Indenture, each of the following events ("Events is an Event of Default") shall have occurred and be continuingDefault with respect to the Notes: (a) the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) any Significant Subsidiary shall have occurred, which results in such indebtedness becoming been accelerated by its terms so that the same shall be or being declared become due and payable prior to the date on which it the same would otherwise have become due and payable payable, and the aggregate principal amount of any indebtedness with respect to which such acceleration has occurred exceeds $75,000,000, and such indebtedness has not been discharged or such acceleration shall not be have been rescinded or annulled within 10 fifteen (15) days of after written notice thereof shall have been given to the Company by the Trustee by registered mail, or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes at the time Outstanding; provided, however, that if any default with respect to such indebtedness giving rise to such acceleration shall be remedied, cured or waived, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the holders of such acceleration; orNotes; (fb) the Company an involuntary proceeding shall be commenced or any Material Subsidiary an involuntary petition shall commence a voluntary case or other proceeding be filed seeking (i) liquidation, reorganization or other relief with in respect to itself of any Significant Subsidiary (or any successor thereof) or its debts debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency insolvency, receivership or other similar law now or hereafter in effect or seeking (ii) the appointment of a receiver, trustee, receivercustodian, liquidatorsequestrator, custodian conservator or other similar official of it for any Significant Subsidiary (or any successor thereof) for a substantial part of its propertyassets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days, or an order or decree or other action approving or ordering any of the foregoing shall be entered, including by any Bank Regulatory Authority; (c) any Significant Subsidiary (or any successor thereof) shall: (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect; or (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any such relief proceeding or petition described in Section 2.08(b) hereof; or (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or taking possession by similar official for any Significant Subsidiary (or any successor thereof) or for a substantial part of its assets; or (iv) file an answer admitting the material allegations of a petition filed against it in any such official in an involuntary case proceeding; or other proceeding commenced against it, or shall (v) make a general assignment for the benefit of creditors, ; or shall fail generally (vi) take any action for the purpose of effecting any of the foregoing; or (vii) admit in writing its inability to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Events of Default. If one or more any of the following events specified in this Section 3 shall occur ("Events herein individually referred to as an “Event of Default") shall have occurred ”), the Holder of the Note may, so long as such condition exists, declare the entire principal and be continuingunpaid accrued interest hereon immediately due and payable, by notice in writing to the Company: (ai) Default in the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days payment of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in principal and unpaid accrued interest of this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect Note when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to if such default is not cured by the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled Company within 10 ten (10) days of after the Holder has given the Company written notice of such accelerationdefault; or (fii) The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Code, or any Material Subsidiary shall commence a voluntary case other applicable federal or other proceeding seeking liquidationstate law, reorganization or other relief with respect the consent by it to itself the filing of any such petition or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian assignee, trustee or other similar official of it the Company, or of any substantial part of its property, or shall consent to any such relief or to the appointment making by it of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any the taking of corporate action to authorize by the Company in furtherance of any of the foregoing;such action; or (giii) If, within sixty (60) days after the commencement of an involuntary case or other proceeding shall be commenced action against the Company or any Material Subsidiary (and service of process in connection therewith on the Company) seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency insolvency, reorganization, liquidation, dissolution or other similar relief under any present or future statute, law now or hereafter regulation, such action shall not have been resolved in effect favor of the Company or seeking all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of a the Company of any trustee, receiver, liquidator, custodian receiver or other similar official liquidator of it the Company or of all or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period the properties of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day periodCompany, such continuation has a material adverse impact on appointment shall not have been vacated. At any time that the ability unpaid principal balance of this Note, together with all accrued and unpaid interest owing thereon, shall have become due and payable in full pursuant to this Section 3, the Company aggregate of all such sums shall thereafter bear interest, both before and after judgment, at the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every Default Rate until such sums have been paid. In such event, the Agent all payments made thereafter shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitmentsbe applied first to unpaid interest hereon, by notice then to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% principal of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerthis Note.

Events of Default. If one or more any of the following events specified in this Section 2 herein below shall occur (individually referred to as an "Events Event of Default") shall have occurred " hereinafter), the Holder of the Note may, so long as such condition exists, declare the entire principal and be continuingunpaid accrued interest hereon immediately due and payable, by notice in writing to the Company: (ai) Default in the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days payment of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in principal and unpaid accrued interest of this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect Note when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to if such default is not cured by the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled Company within 10 twenty (20) days of after the Holder has given the Company written notice of such accelerationdefault; or (fii) The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any Material Subsidiary shall commence a voluntary case other applicable federal or other proceeding seeking liquidationstate law, reorganization or other relief with respect the consent by it to itself the filing of any such petition or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian assignee, trustee or other similar official of it the Company, or of any substantial part of its property, or shall consent to any such relief or to the appointment making by it of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any the taking of corporate action to authorize by the Company in furtherance of any of the foregoing;such action; or (giii) If, within sixty (60) days after the commencement of an involuntary case or other proceeding shall be commenced action against the Company or any Material Subsidiary (and service of process in connection therewith on the Company) seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency insolvency, reorganization, liquidation, dissolution or other similar relief under any present or future statute, law now or hereafter regulation, such action shall not have been resolved in effect favor of the Company or seeking all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of a the Company of any trustee, receiver, liquidator, custodian receiver or other similar official liquidator of it the Company or of all or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period the properties of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day periodCompany, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreementappointment shall not have been vacated; or (iiv) a Change Any material change in the Business Plan provided to CTL for the purpose of Control shall occur; thennegotiating the Agreement and attached the Agreement as Appendix E, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested extent not approved by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerCTL.

Events of Default. If one or more The occurrence of any of the following events ("Events shall constitute an Event of Default") shall have occurred and be continuing: (a) the Borrower shall fail failure to pay when due any principal make payment of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereofObligations when required hereunder; (b) the Company shall fail failure to observe or perform pay any covenant contained taxes when due unless such taxes are being contested in Sections 5.02(b), 5.04 or 5.05good faith by appropriate proceedings and with respect to which adequate reserves have been provided on Company's books; (c) the Borrower or the Company shall fail failure to observe or perform under and/or committing any covenant or agreement contained in breach of this Agreement or any Ancillary Agreement or any other agreement between Company and Laurus which shall continue for a period of ten (other than those covered by clause (a10) or (b) above) and does not remedy the failure on or before thirty days after notice the occurrence thereof has been given to the Borrower and the Company unless approved by the Agent at the request of any BankLaurus; (d) the occurrence of a default (beyond any representation applicable grace, notice or warranty made (or, pursuant cure periods) under any agreement to Section 3.02, deemed made) by the Borrower or the which Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove is a party with third parties which could reasonably be expected to have been incorrect in any material respect when made (or deemed made)a Material Adverse Effect; (e) an event of default as defined any representation, warranty or statement made by Company hereunder, in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists Ancillary Agreement, any certificate, statement or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior document delivered pursuant to the date on which it would otherwise become due and payable and such acceleration shall not terms hereof, or in connection with the transactions contemplated by this Agreement should at any time be rescinded false or annulled within 10 days of written notice of such acceleration; ormisleading in any material respect; (f) the an attachment or levy is made upon Company's assets having an aggregate value in excess of $250,000 or a judgment is rendered against Company or Company's property involving a liability of more than $250,000 which shall not have been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; (g) any change in Company's condition or affairs (financial or otherwise) which in Laurus' reasonable, good faith opinion, would have a Material Subsidiary Adverse Effect; (h) any Lien created hereunder or under any Ancillary Agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest; (i) if Company shall commence (i) apply for, consent to or suffer to exist the appointment of, or the taking of possession by, a voluntary case receiver, custodian, trustee or other proceeding seeking liquidation, reorganization or other relief with respect to liquidator of itself or its debts under any bankruptcy, insolvency of all or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or fail to have dismissed, within forty-five (45) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing; (j) Company shall fail admit in writing its inability, or be generally unable to pay its debts as they become duedue or cease operations of its present business; (k) any Affiliate or Subsidiary, shall (i) apply for, consent to or suffer to exist the appointment of, or shall the taking possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within forty-five (45) days, any petition filed against it in any involuntary case under such bankruptcy laws or (viii) take any corporate action to authorize for the purpose of effecting any of the foregoing; (gl) an involuntary case Company directly or other proceeding shall be commenced against the indirectly sells, assigns, transfers, conveys, or suffers or permits to occur any sale, assignment, transfer or conveyance of any assets of Company or any Material Subsidiary seeking liquidationinterest therein, reorganization except as permitted herein; (m) a default by Company in the payment, when due, of any principal of or interest on any other relief with respect to it indebtedness for money borrowed in an amount greater than $25,000, which is not cured within any applicable cure or its debts grace period; (n) the occurrence of a change in controlling ownership of the Company; (o) the indictment of Company, any officer of Company under any bankruptcycriminal statute, insolvency or other similar law now commencement of criminal or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other civil proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under officer of Company pursuant to which statute or proceeding penalties or remedies sought or available include forfeiture of any of the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United Statesproperty of Company; (hp) judgments or orders for the payment if an Event of money Default shall occur under and as defined in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this AgreementNote; or (iq) a Change of Control Company shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest breach any term or other notice provision of any kind, all of Ancillary Agreement which are hereby waived by the Borrower; provided that in the case of is not cured within any of the Events of Default specified in clause 6.01(f) applicable cure or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.grace period;

Events of Default. If one or more of the The following events ("are “Events of Default") shall have occurred and be continuing” hereunder: (a) the Borrower shall fail any failure by Maker to pay when due all or any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereofaccrued interest hereunder; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company on behalf of Maker in this Purchase Agreement or in any certificate delivered pursuant to this Agreement shall prove proves to have been incorrect incorrect, false or misleading in any material respect when made (or deemed on the date of which made); (ec) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists failure by Maker to perform any covenant or shall hereafter be created) shall have occurredagreement under this Note or any other agreement, which results in such indebtedness becoming document or being declared due and payable prior to the date on which it would otherwise become due and payable instrument contemplated hereby and such acceleration failure shall not be rescinded or annulled within 10 remain uncured for a period of fifteen (15) days after receipt by Maker of written notice of such acceleration; orfailure from Payee; (fd) the Company if Maker or any Material Subsidiary of its material subsidiaries shall commence a voluntary case (i) apply for or other proceeding seeking liquidation, reorganization or other relief with respect consent to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidatortrustee, custodian or other similar official of it liquidator or any substantial part of its property, or shall consent (ii) admit in writing its inability to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against itpay its debts as they mature, or shall (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated bankrupt or shall fail generally to pay its debts as they become dueinsolvent or be the subject of an order for relief under Title 11 of the United States Bankruptcy Code, (v) file a voluntary petition in bankruptcy or a petition for bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law and such petition or proceeding shall remain undismissed or unstayed for thirty (30) days, or (vi) take or permit to be taken any corporate action to authorize in furtherance of or for the purpose of effecting any of the foregoing; (e) any dissolution, liquidation or winding up of Bxxxx.xxx. or any substantial portion of their businesses; (f) any cessation of operations by Bxxxx.xxx or Bxxxx.xxx is otherwise generally unable to pay its debts as such debts become due; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief if a default with respect to it payment of indebtedness of $100,000 or its debts more occurs under any bankruptcyother loan agreement, insolvency note or other similar law now instrument or hereafter in effect or seeking the appointment evidence of a trustee, receiver, liquidator, custodian or other similar official indebtedness of it or Maker and continues beyond any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a applicable grace period of 60 daystherein provided; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 daysprovided, ifhowever, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company any Event of Default (other than under Section 5(a) (with respect to payment of principal), 5(d), or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks5(e)), the Commitments Maker shall thereupon terminate and have ten (10) business days to cure such Event of Default following the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other receipt of a written notice of any kind, all of which are hereby waived by such Default from the BorrowerPayee.

Events of Default. If one or more any of the following events specified in this Section 2 shall occur ("Events herein individually referred to as an “Event of Default") shall have occurred ”), the Holder of the Note may, so long as such condition exists, declare the entire principal and be continuingunpaid accrued interest hereon immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived: (a) Default in the Borrower shall fail to pay payment of the principal and unpaid accrued interest of this Note when due any principal and payable if such default is not cured by the Company within ten (10) business days after the Holder has given the Company written notice of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof;such default; or (b) Any breach by the Company of any representation, warranty, or covenant in this Note; provided, that, in the event of any such breach, to the extent such breach is susceptible to cure, such breach shall fail not have been cured by the Company within ten (10) business days after written notice to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05;the Company of such breach; or (c) the Borrower or the The Company shall fail to observe (i) apply for or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given consent to the Borrower and appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the Company by the Agent at the request benefit of its or any Bank; of its creditors, (diii) any representation be dissolved or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company liquidated in this Agreement full or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made part, (or deemed made); (eiv) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession of its property by any such official in an involuntary case or other proceeding commenced against it, it or shall make a general assignment (v) take any action for the benefit purpose of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize effecting any of the foregoing;; or (gd) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary proceedings seeking liquidation, reorganization or other relief with respect to it the Company or its the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, shall be commenced and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief entered, or such case or proceeding shall not be dismissed, discharged or stayed within 60 days of commencement. Notwithstanding anything to the contrary contained herein, if any of the events described in Sections 2(c) or (d) occur, this Note shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company automatically accelerated and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, entire principal and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with unpaid accrued interest thereon) to be, and the Loans thereon shall thereupon become, immediately become due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerexpressly waived.

Events of Default. If one or more The happening of any of the following events (shall be an "Events Event of Default") shall have occurred and be continuing" hereunder: (a) the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, or deemed made) by the Borrower made in or the Company in connection with this Agreement or in any certificate delivered pursuant to this Agreement by Newco shall prove to have been incorrect false or misleading in any material respect when so made, deemed made or furnished; (b) default shall be made in the payment of any amounts due under this Agreement and such default is not cured within five (5) business days of written notice from ERP Operating Partnership of such default; (c) material default shall be made in the due observance or deemed madeperformance by Newco of any covenant, condition or agreement contained in (i) this Agreement and any documents or instruments entered into pursuant to this Agreement, other than a default in the payment of any amount due under this Agreement, and such material default shall not be cured within fifteen (15) business days of written notice from ERP Operating Partnership of such default; (d) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Newco or any Subsidiary (as hereinafter defined), or of a substantial part of the property or assets of Newco or any Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Newco or any Subsidiary or for a substantial part of the property or assets of Newco or any Subsidiary or (iii) the winding-up or liquidation of Newco or any Subsidiary; and such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered; (e) an event of default as defined in Newco or any evidence of indebtedness for borrowed money Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the Company exceeding on its face $100,000,000 in principal amount United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (whether such indebtedness now exists or shall hereafter be createdii) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior consent to the date on which it would otherwise become due institution of, or fail to contest in a timely and payable and such acceleration shall not be rescinded appropriate manner, any proceeding or annulled within 10 days the filing of written notice of such acceleration; or any petition described in (fh) the Company above, (iii) apply for or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect consent to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a receiver, trustee, receivercustodian, liquidatorsequestrator, custodian conservator or other similar official of it for Newco or any Subsidiary or for a substantial part of its propertythe property or assets of Newco or any Subsidiary, or shall consent to (iv) file an answer admitting the material allegations of a petition filed against it in any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against itproceeding, or shall (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or shall fail generally to pay its debts as they become due, due or shall (vii) take any corporate action to authorize for the purpose of effecting any of the foregoing; (gf) an involuntary case one or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) more judgments or orders for the payment of money in an aggregate amount in excess of $300,000,000 250,000 shall be rendered against Newco, and the Company same shall remain undischarged or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed unbonded for a period of 30 daysthirty (30) consecutive days during which execution shall not be effectively stayed, if, after or any judgment creditor shall levy upon assets or properties of Newco or any Subsidiary to enforce any such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreementjudgment; or (ig) there shall have occurred a Change of in Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerNewco.

Events of Default. If one or more Each of the following events ("Events shall constitute an “Event of Default") shall have occurred and be continuing” hereunder: (a) the Borrower shall fail The Company fails to pay make any payment when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of under this Note on the applicable due date thereofdate; (b) A receiver is appointed for any material part of the Company’s property, the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make makes a general assignment for the benefit of creditors, or shall fail generally to pay 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 debts as they become due, or shall take any corporate action to authorize any of the foregoingfor its liquidation; (gc) an involuntary case The Company breaches any material obligation to Holder under this Note or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency other Financing Document and does not cure such breach within 20 days after written notice thereof has been given by or other similar law now or hereafter in effect or seeking on behalf of Holder to the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United StatesCompany; (hd) judgments The Company is in default under any Senior Indebtedness and such default is not waived by the holder of such Senior Indebtedness or orders for the payment of money in excess of $300,000,000 shall be rendered against cured by the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day within the applicable grace period, if any, provided in the agreements evidencing such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this AgreementSenior Indebtedness; or (ie) The Company’s Board of Directors or stockholders adopt a Change resolution for the liquidation, dissolution or winding up of Control shall occur; thenthe Company. Upon the occurrence of any Event of Default, all accrued but unpaid expenses, accrued but unpaid interest, all principal and in every such event, the Agent any other amounts outstanding under this Note shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events Event of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrowerunder Section 5(b), without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable in full without presentment, demand, protest further notice or other notice demand by Xxxxxx and (ii) in the case of any kindEvent of Default other than under Section 5(b), all become immediately due and payable upon written notice by or on behalf of which are hereby waived by the BorrowerHolder to the Company.

Events of Default. If one or more of the following events ("“Events of Default"”) shall have occurred and be continuingcontinuing with respect to a Borrower: (a) the such Borrower shall fail to pay when due any principal of any Loan made to it or shall fail to pay within 5 days of the due date thereof any interestinterest on any Loan, any fees or any other amount payable hereunder within five days of the due date thereofby it hereunder; (b) the Company such Borrower shall fail to observe or perform any covenant contained in Sections 5.02(bSection 6.1(c), 5.04 Section 6.5, Section 6.6 or 5.05Section 6.7; (c) the such Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty for 30 days after notice thereof has been given to the such Borrower and the Company by the Administrative Agent at the request of any BankLender; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the such Borrower or the Company in this Agreement or in any certificate or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of such Borrower and any of its Subsidiaries in an aggregate outstanding amount in excess of (i) in the Company exceeding on case of TMCC, US$250,000,000 or its face $100,000,000 Dollar Equivalent, (ii) in principal amount the case of TFSUK, TMFNL or TCCI, US$125,000,000 or its Dollar Equivalent and (whether iii) in the case of each other Borrower, US$75,000,000 or its Dollar Equivalent, shall not be paid when due or shall be accelerated prior to its stated maturity date and, within 10 days after written notice thereof is given to such Borrower(s) by the Administrative Agent, such indebtedness now exists shall not be discharged or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; orannulled; (f) the Company such Borrower or any Material Significant Subsidiary of such Borrower shall commence a voluntary case or other consent to the commencement of any proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its propertyDebtor Relief Law, or shall consent to any such relief or to the appointment of or taking possession by any such official in makes an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or shall fail generally an order for relief is entered in any such proceeding; provided that, as to pay its debts as they become dueTKG, or shall take any corporate action a mere notification of an imminent illiquidity pursuant to authorize any Section 46(b) sentence 1, second half sentence of the foregoingGerman Banking Act (Kreditwesengesetz) to BaFin shall not be an Event of Default; (g) any member of the ERISA Group shall fail to pay when due an involuntary case amount or amounts aggregating in excess of US$250,000,000 which it shall have become liable to pay under Title IV of ERISA or as a result of one or more of the following: (i) termination of a Plan by any member of an ERISA Group, any plan administrator or any combination of the foregoing; (ii) the PBGC instituting proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Plan, or the PBGC being entitled to obtain a decree adjudicating that any Plan must be terminated; or (iii) a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which would cause one or more members of the ERISA Group to incur a current payment obligation in excess of $250,000,000; provided that no Default or Event of Default under this section 7.1(g) shall be deemed to have occurred if any Borrower or member of the ERISA Group shall have made arrangements satisfactory to the PBGC and the Required Lenders to discharge or otherwise satisfy such liability (including by the posting of a bond or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United Statessecurity); (h) judgments or orders for the payment of money in excess of $300,000,000 (i) in the case of TMCC, US$250,000,000 or its Dollar Equivalent, (ii) in the case of TFSUK, TMFNL or TCCI, US$125,000,000 or its Dollar Equivalent and (iii) in the case of each other Borrower, US$75,000,000 or its Dollar Equivalent, in the aggregate shall be rendered against the Company such Borrower or any Significant Subsidiary of such Borrower and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 60 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) such Borrower shall cease to be a Change of Control shall occurTMC Consolidated Subsidiary; then, and in every such event, the Administrative Agent shall shall, at the request of, or may, with the consent of, the applicable Required Lenders and after notice to TMCC and the applicable Borrower (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments commitment of each Lender to make Loans to such Borrower, and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of declare the aggregate unpaid principal amount of the Loansall outstanding Loans made to such Borrower, by notice to the Borrower declare the Loans (together with all interest accrued interest and unpaid thereon) to be, and the Loans shall thereupon become, all other amounts owing or payable hereunder or under any other Loan Document by such Borrower to be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; provided provided, however, that in upon the case occurrence of any an actual or deemed entry of the Events of Default specified in clause 6.01(f) or 6.01(g) above an order for relief with respect to any Borrower under the Company or Bankruptcy Code of the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the BanksUnited States, the Commitments obligation of each Lender to make Loans to such Borrower shall thereupon terminate automatically terminate, the unpaid principal amount of all outstanding Loans made to such Borrower and the Loans (together with accrued all interest thereon) and other amounts as aforesaid shall automatically become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerpayable.

Events of Default. If one or more The occurrence of any of the following events ("Events shall constitute an Event of Default") shall have occurred and be continuingDefault hereunder: (a) Default in the Borrower shall fail to pay when due any payment of the principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days interest on the indebtedness evidenced by the Convertible Note in accordance with the terms of the due date thereofConvertible Note; (b) A default or event of default shall occur in respect of any of the other Convertible Notes or any other indebtedness of the Company that exceeds, in the aggregate, $100,000 and, if subject to a cure right, such default or event of default shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05not be cured within the applicable cure period; (c) the Borrower The Company shall be liquidated, dissolved, partitioned or terminated, or the Company charter thereof shall fail to observe expire or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bankbe revoked; (d) The Company (i) shall generally not pay or shall be unable to pay its debts as such debts become due, or (ii) shall make an assignment for the benefit of creditors or petition or apply to any representation tribunal for the appointment of a custodian, receiver or warranty made trustee for it or a substantial part of its assets, or (oriii) shall commence any proceeding under any bankruptcy, pursuant to Section 3.02reorganization, deemed madearrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or (iv) shall have had any such petition or application filed or any such proceeding commenced against it that is not dismissed within sixty (60) days, or (v) shall indicate, by the Borrower any act or intentional and purposeful omission, its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the Company in this Agreement appointment of a custodian, receiver or in trustee for it or a substantial part of its assets, or (vi) shall suffer any certificate delivered pursuant such custodianship, receivership or trusteeship to this Agreement shall prove to have been incorrect in any material respect when made continue undischarged for a period of sixty (60) days or deemed made)more; (e) an event of default as defined in any evidence of indebtedness for borrowed money Failure of the Company exceeding to perform any of its obligations, covenants or agreements under this Agreement or any of the other Transaction Documents (other than the payment of the principal of or interest on its face $100,000,000 in principal amount (whether such the indebtedness now exists or shall hereafter be created) shall have occurredevidenced by the Convertible Note, which results in such indebtedness becoming or being declared due shall be subject to SUBSECTION 6.1(A) above and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; orthis SUBSECTION (E)); (f) the Company A default or any Material Subsidiary event of default shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts occur under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoingother Transaction Documents and, if subject to a cure right, such default or event of default shall not be cured within the applicable cure period; (g) an involuntary case or other proceeding shall be commenced against The Purchaser's inability to convert the Convertible Note into Conversion Shares upon written notice to the Company or any Material Subsidiary seeking liquidationas provided for herein due to the Company's failure to comply with (and not due to the holder's failure to meet all applicable investor suitability requirements of) the then-applicable requirements of all federal, reorganization or other relief state and local securities laws and regulatory agencies charged with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency enforcing securities laws as now or hereafter provided for in effect in Canada or the United States; (h) judgments or orders for the payment SECTION 2.4 of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (ih) A default or event of default shall occur in respect of any agreement of the Company that requires the payment by the Company of an amount in excess of $250,000. With respect to any Event of Default described above in SUBSECTIONS 6.1(E), (F) and (h) that is capable of being cured and that does not already provide its own cure procedure (a Change of Control shall occur; then, and in every such event"CURABLE DEFAULT"), the Agent occurrence of such Curable Default shall (i) not constitute an Event of Default hereunder if requested by Banks having more than 50% in aggregate amount of the Commitments, by Company provides notice to the Borrower terminate Purchaser of such Curable Default in accordance with the Commitments and they shall thereupon terminate, and provisions hereof within five (ii5) if requested by Banks holding more than 50% business days of the aggregate principal amount Company learning of such default and such Curable Default is fully cured and/or corrected within thirty (30) days of the Loans, by Company's notice thereof to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerPurchaser.

Events of Default. If one or more of the following events ("Events of Default") shall have occurred and be continuing: (a) except as permitted pursuant to Section 2.2(b), the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days Business Days of the due date thereofany principal or interest on the Loan; (b) any representation or warranty made by the Company Borrower hereunder or in any certificate furnished by or on behalf of the Borrower shall fail to observe or perform be incorrect when made in any covenant contained in Sections 5.02(b), 5.04 or 5.05material respect; (c) the Borrower shall fail to observe or perform the Company provisions of Section 6.9 hereof for five Business Days; (d) the Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement Agreement, the Pledge Agreement, the Note (other than those covered by clause (a), (b) or (bc) above) and does not remedy the failure on ), or before thirty any other Loan Document for 30 days (or, with respect to Section 6.2 of this Agreement, for 30 days after written notice thereof has been given to the Borrower by the Lender); provided however, if such default is capable of cure and the Company by Borrower is diligently proceeding to cure such default, the Agent at the request of any Bank; cure period in this subsection (d) any representation or warranty made (orshall be extended for such additional time, pursuant not to Section 3.02exceed 30 days, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant as is reasonably necessary to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made)complete such cure; (e) an event the Borrower shall fail to make any payment in respect of default as defined in any evidence of indebtedness for borrowed money Material Debt other than the Debt of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists Borrower under this Agreement and the Note when due or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; orany applicable grace period; (f) any Default or Event of Default shall have occurred and be continuing under the Company or any Material Subsidiary Term Loan Credit and Security Agreement. (g) the Borrower shall commence a voluntary case or other proceeding seeking liquidation, reorganization reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (gh) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary Borrower seeking liquidation, reorganization reorganization, rehabilitation, conservation, or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian custodian, rehabilitator, conservator, or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 120 days; or an order for relief shall be entered against the Company Borrower under the federal bankruptcy laws or any Material Subsidiary under the bankruptcy or state insolvency laws as now or hereafter in effect in Canada or the United Stateseffect; (hi) judgments a judgment or orders order for the payment of money in excess of $300,000,000 500,000 shall be rendered against the Company or any Subsidiary Borrower and such judgments judgment or orders order shall continue unsatisfied unsatisfied, unstayed and unstayed unbonded for a period of 30 days; provided, ifhowever that a judgment or order fully covered by insurance, after such 30-day periodwhich coverage has not been disputed by the insurer, such continuation has shall not be considered a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occurDefault; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the LoansLender may, by notice to the Borrower declare the Loans Note (together with accrued interest thereon) to be, and the Loans Note shall thereupon become, immediately due and payable without presentment, demand, protest protest, or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f(f) or 6.01(g(g) above with respect to the Company or the Borrower(each, a "Bankruptcy Event of Default"), without any notice to the Company or the Borrower or any other act by the Agent or the BanksLender, the Commitments shall thereupon terminate and the Loans Note (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest protest, or other notice of any kind, all of which are hereby waived by the Borrower.

Events of Default. If one or more of the following events ("Events each an “Event of Default"”) shall have occurred and be continuingoccur: (a) the Borrower shall fail to pay when due in full any principal of any Loan or shall fail other amounts due to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereofHolder under this Note upon Maturity; (b) Borrower shall default in the Company shall fail to observe performance of or perform compliance with any covenant covenant, agreement or other obligation of Borrower contained in Sections 5.02(b)this Note that is not remedied, 5.04 waived or 5.05cured within 15 business days following such default in performance or noncompliance; (c) any representation or warranty of the Borrower contained herein shall prove to have been false or incorrect in any material respect as of the Company shall fail to observe or perform any covenant or agreement contained in date of this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any BankNote; (d) Borrower shall have an uncured default for more than 30 days (as principal, guarantor or other surety) in the payment of any representation principal of, premium (if any) or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in interest on any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money to any other party, or shall default in the performance of or compliance with any other obligation contained in the Company exceeding on its face $100,000,000 documentation evidencing or securing any such other indebtedness, and in principal amount (whether connection with such default such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared becomes due and payable prior to the date on which it would otherwise become due and payable and payable, or the Borrower shall fail to pay such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; orindebtedness at its stated maturity; (fe) other than on terms approved beforehand by the Company Holder, the Borrower shall institute proceedings to be adjudicated as bankrupt or insolvent, or shall consent to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under Title XI of the United States Code, or any Material Subsidiary other applicable federal or state law, or shall commence a voluntary case consent to the filing of any such petition or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian assignee, trustee or other similar official of it the Borrower, or of any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in make an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become duetake corporate action in furtherance of any such action; (f) within 30 days after the commencement of an action against the Borrower (and service of process in connection therewith on the Borrower) seeking any bankruptcy, reorganization, liquidation, dissolution, or similar relief under any present or future statute, law, or regulation, such action shall take any corporate action to authorize any not have been resolved in favor of the foregoingBorrower or all orders or proceedings thereunder affecting the operations or the business of the Borrower stayed, or the stay of any such order or proceeding shall thereafter be set aside, or within 30 days after the appointment without the consent or acquiescence of the Borrower of any trustee, receiver or liquidator of the Borrower, such appointment shall not have been vacated; (g) an involuntary case or other proceeding shall be commenced entry of a final judgment in excess of $500,000 (excluding insured portions) against the Company Borrower or any Material Subsidiary seeking liquidationfor which the Borrower is otherwise responsible that is not stayed, reorganization bonded or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 discharged within 30 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States;or (h) judgments any plan of liquidation or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company dissolution or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and winding up is adopted by the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change ’s board of Control shall occurdirectors or stockholders or the Borrower is involuntarily dissolved or otherwise wound up; then, upon the occurrence of any Event of Default described in paragraph (a), (d), (e), (f), or (h) above, all outstanding principal of this Note and in every such eventall accrued but unpaid interest thereon shall be accelerated automatically, the Agent shall (i) if requested without any further action by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminateany party, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, become immediately due and payable notwithstanding any other provision of this Note, without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Borrower; provided that and upon the occurrence of any other Event of Default described in the case of other paragraphs above, the Holder may, at the Holder’s option exercisable at any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrowertime thereafter, without any by notice to the Company or Borrower in writing, accelerate this Note and declare the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate entire outstanding principal balance of this Note and the Loans (together with all accrued but unpaid interest thereon) shall become thereon immediately due and payable payable, without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Borrower. The Holder may enforce its rights under this Note and otherwise at law or in equity or both, all remedies available to the Holder under this Note or otherwise shall be cumulative, and no course of dealing between the Borrower and the Holder or any delay or omission in exercising any power or right shall operate as a waiver thereof. The Borrower shall notify the Holder immediately in writing of the occurrence of any Event of Default, which notification shall include a summary of the material facts relating to such Event of Default and shall specify the date on which such Event of Default occurred.

Events of Default. If one or more (a) Upon the happening of any of the following events ("each an “Event of Default”), Payee may, at its option, by notice to Maker, declare immediately due and payable the entire Unpaid Principal Balance together with all accrued interest. Events of Default") shall have occurred and be continuingDefault are the following: (ai) the Borrower shall fail to pay when due any principal of any Loan or shall fail If Maker fails to pay any interestprincipal and/or interest under this Note as and when same becomes due and payable, any fees or any other amount payable hereunder and such failure to pay is not cured within five days (5) Business Days following the date written notice of the due date thereof;such failure to pay is given by Payee to Maker; or (bii) the Company Maker shall fail to observe or perform any other covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement Note (other than those covered by clause (a) or (b) abovethat specified in Section 5(a)(i)) and does not remedy the such failure on or before thirty shall continue for ten (10) days after notice thereof has been given to Maker of such failure. (iii) Maker shall (A) apply for or consent to the Borrower and appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (B) make a general assignment for the Company by the Agent at the request benefit of any Bank; its creditors, (dC) any representation be dissolved or warranty made liquidated, (orD) become insolvent, pursuant to Section 3.02, deemed made(E) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession of its property by any such official in an involuntary case or other proceeding commenced against it, it or shall make a general assignment (F) take any action for the benefit purpose of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize effecting any of the foregoing;. (giv) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Maker of all or a substantial part of the property of Maker, or an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary proceedings seeking liquidation, reorganization or other relief with respect to it Maker or its the debts of Maker under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, shall be commenced and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief entered or such proceeding shall not be entered against the Company dismissed or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States;discharged within thirty (30) days of commencement. (hb) judgments or orders for The failure of Payee to exercise the payment foregoing option of money in excess acceleration upon the occurrence of $300,000,000 an Event of Default shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for not constitute a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability waiver of the Company and right to exercise the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower same or any other act by the Agent or the Banksoption of acceleration at any subsequent time, the Commitments and no such failure shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice nullify any prior exercise of any kind, all such option without the express written consent of which are hereby waived by the BorrowerPayee.

Events of Default. If In case one or more of the following events ("Events of Default"Default (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing: (a) default in the Borrower shall fail to pay payment of the principal of or premium, if any, on the Notes when due any principal at maturity, upon redemption or otherwise, including failure by the Company to purchase the Notes when required under Section 3.5 (whether or not such payment shall be prohibited by Article XV of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof;this Indenture); or (b) default in the payment of any installment of interest on the Notes as and when the same shall become due and payable (whether or not such payment shall be prohibited by Article XV of this Indenture), and continuance of such default for a period of 30 days; or (c) failure to provide a Change of Control Notice (whether or not such Notice or payment pursuant to Section 3.5 shall be prohibited by Article XV of this Indenture); or (d) failure on the part of the Company shall fail to duly observe or perform any other covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) on the Borrower or part of the Company shall fail to observe or perform any covenant or agreement contained in this Agreement Indenture (other than those covered by clause (aa default in the performance or breach of a covenant that is specifically dealt with elsewhere in this Section 6.1) or (b) above) and does not that continues for a period of 90 days after the date on which written notice of such failure, requiring the Company to remedy the failure on or before thirty days after notice thereof has same, shall have been given to the Borrower and the Company by the Agent Trustee, or to the Company and a Responsible Officer of the Trustee by the holders of at least 25% in aggregate principal amount of the Notes at the request of any Bank; time outstanding (d) any representation or warranty made (determined in accordance with Section 8.4); or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, it or shall make a general assignment for the benefit of creditors, creditors or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;; or (gf) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 consecutive days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in each and every such eventcase (other than an Event of Default specified in Section 6.1(e) or (f)), unless the Agent principal of all of the Notes shall (i) if requested by Banks having more have already become due and payable, either the Trustee or the holders of not less than 5025% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the LoansNotes then outstanding (determined in accordance with Section 8.4), by notice in writing to the Borrower Company (and to the Trustee if given by Noteholders), may declare the Loans (together with principal of and premium, if any, on the Notes and the interest accrued interest thereon) thereon to bebe due and payable immediately, and upon any such declaration the Loans same shall thereupon become, become and shall be immediately due and payable without presentmentpayable, demand, protest anything in this Indenture or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of Notes contained to the Events contrary notwithstanding. If an Event of Default specified in clause 6.01(fSection 6.1(e) or 6.01(g(f) above with respect occurs and is continuing, the principal of all the Notes and the interest accrued thereon shall be immediately due and payable. The foregoing provision is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the BorrowerTrustee a sum sufficient to pay all matured installments of interest upon all Notes and the principal of and premium, without if any, on any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal and premium, if any, at the rate borne by the Notes, to the date of such payment or deposit) and amounts due to the Trustee pursuant to Section 7.7, and if any and all defaults under this Indenture, other than the nonpayment of principal of, premium, if any, and accrued interest on Notes that shall have become due by acceleration, shall have been cured or waived pursuant to Section 6.7, then and in every such case the holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all defaults or Events of Default 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 Event of Default, or shall impair any right consequent thereto. The Company shall notify a Responsible Officer of the Borrower Trustee, promptly upon becoming aware thereof, of any Event of Default. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and annulment or for any other act by reason or shall have been determined adversely to the Agent or Trustee, then and in every such case the BanksCompany, the Commitments shall thereupon terminate holders of Notes and the Loans (together with accrued interest thereon) Trustee shall become immediately due be restored respectively to their several positions and payable without presentmentrights hereunder, demandand all rights, protest or other notice remedies and powers of any kindthe Company, all the holders of which are hereby waived by Notes and the BorrowerTrustee shall continue as though no such proceeding had been taken.

Events of Default. If one or more Each of the following events ("Events shall be an “Event of Default") shall have occurred and be continuing” hereunder: (a) the Borrower shall fail to pay when due any principal of any Loan Company or the Initial Purchaser shall fail to pay any interest, any fees or any other amount payable hereunder within five days owing by it in respect of the Obligations (whether for fees, valid reimbursement obligations or other amounts) when and as the same shall become due date thereofand payable, and, in the case of any fee, cost, expense or loss, such failure is not remedied on or before the first (1st) Business Day after written notice of such failure is received by the Company; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, or deemed made) made by the Borrower or the any Company in this Agreement Party herein or in any Facility Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate delivered or other document furnished pursuant to this Agreement hereto or thereto or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made (or deemed made); (ec) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists Party shall fail to observe or shall hereafter be created) shall have occurredperform any covenant, which results in such indebtedness becoming condition or being declared due and payable prior to the date on which it would otherwise become due and payable agreement contained herein and such acceleration shall failure is not be rescinded remedied on or annulled within 10 days of before ten (10) Business Days after written notice of such acceleration; orfailure if received by the Company; (fd) the Company an involuntary proceeding shall be commenced or any Material Subsidiary an involuntary petition shall commence a voluntary case or other proceeding be filed seeking (i) liquidation, reorganization or other relief with in respect to itself of any Company Party or its debts debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency insolvency, receivership or other similar law now or hereafter in effect or seeking (ii) the appointment of a receiver, trustee, receivercustodian, liquidatorsequestrator, custodian conservator or other similar official of it for any Company Party or any for a substantial part of its propertyassets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; (e) any Company Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or shall fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (d) of this Article, (iii) apply for or consent to any such relief or to the appointment of a receiver, trustee, custodian, sequestrator, conservator or taking possession by similar official for such Company Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such official in an involuntary case or other proceeding commenced against itproceeding, or shall (v) make a general assignment for the benefit of creditorscreditors or (vi) take any action for the purpose of effecting any of the foregoing; (f) any Company Party shall become unable, admit in writing its inability or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case (i) any Company Party shall default in the performance of any obligation relating to Material Indebtedness and any applicable grace periods shall have expired and any applicable notice requirements shall have been complied with, and as a result of such default the holder or other proceeding holders of such Material Indebtedness or any trustee or agent on behalf of such holder or holders shall have caused, or shall be commenced against entitled or permitted or have the right to cause, such Material Indebtedness to become due prior to its scheduled final maturity date or (ii) any Company Party shall default in the payment of the outstanding principal amount due on the scheduled final maturity date of any Indebtedness outstanding under one or more agreements of such Company Party, any Material Subsidiary seeking liquidationapplicable grace periods shall have expired following the applicable scheduled final maturity date thereunder, reorganization or other relief with respect to it or its debts under in an aggregate principal amount at any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 daystime unpaid exceeding $100,000,000; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States;or (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.Parent Rating Event,

Events of Default. If one or more Each of the following events ("Events or conditions shall constitute an “Event of Default") shall have occurred and be continuing”: (a) the Borrower shall fail Company fails to pay the Payment Amount when due any principal due, whether at stated maturity, by acceleration, or otherwise, and such failure remains unremedied for a period of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereoften (10) days; (b) any representation, warranty, certification or other statement of fact made or deemed made by or on behalf of the Company or AEON herein or in any agreement, certificate, document, report, financial statement or other document furnished by the Company or AEON under or in connection with this Note, including without limitation the Purchase Agreement and other Note Documents, proves to have been false or misleading on or as of the date made or deemed made, which breach shall fail to observe or perform any covenant contained have a Material Adverse Effect (as defined in Sections 5.02(bthe Purchase Agreement as in effect on the date hereof), 5.04 on (i) the financial condition of the Company or 5.05AEON, or (ii) the ability of the Company or AEON to perform its obligations under this Note, the Purchase Agreement or the other Note Documents; (c) the Borrower Company or the Company shall fail AEON fails to observe perform or perform observe, in any covenant material respect, any other covenant, term, condition or agreement contained in this Agreement Note or any other Note Document or any agreement executed and delivered in connection herewith, and the breach of such other covenant, term, condition or agreement is not cured within thirty (other than those covered by clause (a30) or (b) above) and does not remedy the failure on or before thirty days after the earlier to occur of the Company’s or AEON’s receipt of notice thereof has been given to of such breach from the Borrower and the Company by the Agent at the request of any BankHolder; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or AEON (i) commences any Material Subsidiary shall commence a voluntary case case, proceeding or other proceeding action under any existing or future bankruptcy, insolvency, or similar law, seeking liquidation, reorganization or other (A) to have an order for relief entered with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors(B) to adjudicate it as bankrupt or insolvent, or shall fail generally to pay its debts as they become due(C) reorganization, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking arrangement, adjustment, winding-up, liquidation, reorganization dissolution, composition or other relief with respect to it or its debts under any bankruptcydebts, insolvency or other similar law now or hereafter in effect or seeking the (D) appointment of a receiver, trustee, receivercustodian, liquidator, custodian conservator or other similar official of for it for all or any substantial part of its propertyassets, and such involuntary case or (ii) makes a general assignment for the benefits of its creditors; (e) there is commenced against the Company or AEON in a court of competent jurisdiction any case, proceeding or other proceeding shall remain undismissed and unstayed for action of a period nature referred to in Section 7(d) which (i) results in the entry of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy such adjudication or insolvency laws as now appointment or hereafter in effect in Canada (ii) remains undismissed, undischarged, unstayed or the United States; unbonded for sixty (h60) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (if) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice occurrence of any kind, all of which are hereby waived by default under the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower Strathspey Note or any other act by the Agent agreement or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest instrument executed or other notice of any kind, all of which are hereby waived by the Borrowerdelivered in connection therewith.

Events of Default. If any one or more of the following events ("Events of Default") shall have occurred and be continuingoccur: (a) Available Funds together with the Borrower shall fail Reserve Account Draw Amount are not sufficient to pay when in full Accrued Interest due on the Notes on any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereofPayment Date; (b) Available Funds together with the Company shall fail Reserve Account Draw Amount on the Final Maturity Date are not sufficient to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05reduce the Principal Amount to zero; (c) a default in the Borrower observance or the Company shall fail to observe or perform performance of any material covenant or agreement contained of the Issuer made with respect to itself or the Servicer made with respect to itself in this Agreement Indenture (other than those covered by clause (a) a covenant or (b) above) and does not remedy agreement, a default in the failure on observance or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request performance of any Bank; (d) which is elsewhere in this Section 11.1 specifically dealt with), or any representation or warranty of the Issuer made (or, pursuant as to Section 3.02, deemed made) by the Borrower itself or the Company Servicer made with respect to itself in this Agreement Indenture or in any certificate or other writing delivered pursuant to this Agreement shall prove hereto or thereto, or in connection herewith or therewith, proving to have been incorrect in any material respect as of the time when made the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of thirty (30) days after the earlier of actual knowledge or deemed made)the receipt of written notice sent by registered or certified mail, return receipt requested, to the Issuer, if the Issuer is in default, or to the Servicer, if the Servicer is in default, by the Trustee or to the Issuer and the Servicer, as applicable, and the Trustee by the Majority Holders, specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f1) the Company or any Material Subsidiary Issuer shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect consent to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trusteeconservator, receiverreceiver or liquidator in any insolvency, liquidatoradjustment of debt, custodian marshalling of assets and liabilities or other similar official proceedings of it or any substantial part relating to the Issuer or to all or substantially all of its property, as the case may be; (2) a decree or shall consent to any such relief order of a court, agency or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment supervisory authority having jurisdiction for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trusteeconservator or receiver or liquidator in any insolvency, receiveradjustment of debt, liquidatormarshalling of assets and liabilities or similar proceedings, custodian or other similar official of it for the winding-up or any substantial part liquidation of its propertyaffairs, shall have been entered against the Issuer and such involuntary case decree or other proceeding order shall remain undismissed and have remained in force undischarged or unstayed for a period of 60 days; or (3) the Issuer shall become insolvent or admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an order assignment for relief shall be entered against the Company benefit of its creditors or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United Statesvoluntarily suspend payment of its obligations; (he) judgments the Issuer shall become or orders for come under the payment control of money in excess an “investment company” subject to registration under the Investment Company Act; or (f) failure on the part of $300,000,000 shall be rendered against WCF or WRDC, if any, to (i) repurchase any Defective Loan or provide a Qualified Substitute Loan if required to do so under the Company terms of the applicable Purchase Agreement or any Subsidiary (ii) maintain the perfection and first priority status of the security interest granted to the Depositor upon the sale of the Pledged Loans and such judgments or orders shall continue unsatisfied and unstayed failure continues for a period of 30 daysthirty (30) days after actual knowledge of such failure or the receipt of written notice sent by registered or certified mail, ifreturn receipt requested, after such 30-day periodto the Issuer, such continuation has a material adverse impact on and to WCF or WRDC, as applicable, by the ability of Trustee or to the Company Issuer and WCF or WRDC, as applicable, and the BorrowerTrustee by the Majority Holders, taken together, specifying such failure and requiring it to perform their obligations under this Agreementbe remedied and stating that such notice is a “Notice of Default” hereunder; orTHEN, (i) a Change with respect to the event described in subparagraph (d), an Event of Control Default shall occurautomatically occur as of the date of such event; thenand (ii) with respect to each of the events described in subparagraphs (a), (b), (c), (e) and in every such (f) an Event of Default shall occur upon the occurrence of the event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount passage of the Commitmentsapplicable grace period, by notice to the Borrower terminate the Commitments and they shall thereupon terminateif any, and (ii) if requested the declaration that such event shall constitute an Event of Default, which declaration shall be made by Banks holding more than the Trustee or the Noteholders of at least 50% of the aggregate principal amount Principal Amount of the LoansNotes. If an Event of Default has occurred under subparagraphs (a), (b), (c), (e) or (f) it shall continue unless waived in writing by notice the Majority Holders. Promptly after the automatic occurrence of an Event of Default, and, in any event, within two Business Days thereafter, the Trustee shall notify each Noteholder and each Rating Agency of the occurrence thereof to the Borrower declare extent a Responsible Officer of the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest Trustee has actual knowledge thereof based upon receipt of written information or other notice communication. Promptly after the occurrence of an Event of Default, and, in any kindevent, all within two Business Days thereafter, the Trustee shall also notify any party to be notified of which are hereby waived by the Borrower; provided that in the case of any of the such Events of Default specified in clause 6.01(f) or 6.01(g) above with respect under the Title Clearing Agreements, to the Company or extent applicable, of the Borrower, without any notice occurrence thereof to the Company or extent a Responsible Officer of the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest Trustee has actual knowledge thereof based upon receipt of written information or other notice of any kind, all of which are hereby waived by the Borrowercommunication.

Events of Default. If one or more of the following events ("Events of Default") shall have occurred and be continuing: (a) the Borrower shall fail to pay when due any principal of any Loan shall not be paid when due, or shall fail to pay any interest, any fees or any other amount payable hereunder shall not be paid within five days of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b)5.05 to 5.09, 5.04 or 5.05inclusive; (c) the any Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty for 30 days after written notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation representation, warranty, certification or warranty statement made (or, pursuant or deemed to Section 3.02, deemed made) have been made by the any Borrower or the Company in this Agreement or in any certificate certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 or any Subsidiary shall fail to make any payment in principal amount respect of any Material Debt or any Material Financial Obligations when due or within any applicable grace period; (whether such indebtedness now exists f) any event or condition shall hereafter be created) shall have occurred, occur which results in such indebtedness becoming the acceleration of the maturity of any Material Debt or being declared due and payable prior to enables (or, with the date on which it giving of notice or lapse of time or both, would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice enable) the holder of such acceleration; orDebt or any Person acting on such holder's behalf to accelerate the maturity thereof; (fg) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (gh) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the federal bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United Stateseffect; (hi) judgments any member of the ERISA Group shall fail to pay when due (including any approved extensions) an amount or orders amounts aggregating in excess of $50,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $50,000,000; (j) a judgment or order for the payment of money in excess of $300,000,000 50,000,000 shall be rendered against the Company or any Material Subsidiary and such judgments judgment or orders order shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (ik) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting stock of the Company; or, during any two-year period, the individuals who were serving on the board of directors of the Company at the beginning of such period or who were nominated for election or elected to such board during such period with the affirmative vote of at least two-thirds of such individuals still in office cease to constitute a Change majority of Control shall occursuch board; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower Company terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate unpaid principal amount of the Loans, by notice to the Borrower Company declare the Loans (together with accrued interest thereonthereon and all accrued fees and other amounts payable by any Borrower hereunder) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the each Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f(g) or 6.01(g(h) above with respect to the Company or the any Borrower, without any notice to the Company or the any Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereonthereon and all accrued fees and other amounts payable by any Borrower hereunder) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the each Borrower.

Events of Default. If one or more (a) Each of the following events ("Events events, individually, shall constitute an “Event of Default") shall have occurred and be continuing”: (a) the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof; (bi) the Company shall fail to observe pay any amount under the Notes when and as the same shall become due and payable, whether at the due date thereof or perform any covenant contained in Sections 5.02(b), 5.04 at a date fixed for prepayment thereof or 5.05otherwise; (cii) the Borrower or the Company shall fail to observe or perform pay any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) accrued but unpaid interest when and does not remedy as the failure on or before thirty days after notice thereof has been given to the Borrower same shall become due and the Company by the Agent at the request of any Bankpayable; (diii) the Company shall fail to perform any obligation or pay any fee or any other amount payable under any of the Transaction Documents, when and as the same shall become due and payable; (iv) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or on behalf of the Company in this Agreement or in connection with any Transaction Document, or in any report, certificate delivered or other document furnished pursuant to this Agreement or in connection with any Transaction Document, shall prove to have been incorrect in any material respect when made (or deemed made)made or shall be breached; (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (fv) the Company shall fail to observe or perform any Material Subsidiary covenant, condition or agreement contained in any Transaction Document (other than those specified in clause (i), (ii), and (iii) of this Section 6 and such failure shall commence continue unremedied for a voluntary case period of ten (10) days after notice thereof from Purchaser to the Company; (vi) an involuntary proceeding shall be commenced or other proceeding an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief with in respect to itself of the Company or its debts debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency insolvency, receivership or other similar law now or hereafter in effect or seeking (ii) the appointment of a receiver, trustee, receivercustodian, liquidatorsequestrator, custodian conservator or other similar official of it for the Company or any for a substantial part of its propertyassets, and, in any such case, such proceeding or petition shall continue undismissed for ninety (90) days or an order or decree approving or ordering any of the foregoing shall be entered; (vii) the Company shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or shall fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (vi) of this Section 6, (iii) apply for or consent to any such relief or to the appointment of a receiver, trustee, custodian, sequestrator, conservator or taking possession by similar official for the Company or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such official in an involuntary case or other proceeding commenced against itproceeding, or shall (v) make a general assignment for the benefit of creditorscreditors or (vi) take any action for the purpose of effecting any of the foregoing; (viii) the Company shall be unable, admit in writing its inability, or shall fail generally generally, to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (gix) an involuntary case one or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) more final judgments or orders for the payment of money in an aggregate amount in excess of $300,000,000 25,000 shall be rendered against the Company or any Subsidiary and such judgments or orders the same shall continue unsatisfied and unstayed remain undischarged for a period of 30 daystwenty (20) consecutive days during which execution shall not be effectively stayed, if, after such 30-day period, such continuation has or any action shall be legally taken by a material adverse impact on the ability judgment creditor to attach or levy upon any assets of the Company and the Borrower, taken together, to perform their obligations under this Agreement; orenforce any such judgment; (ix) a Change any default by the Company under, or the occurrence of Control shall occur; thenany event of default as defined in, and in every such any other indebtedness owed by the Company; (xii) any event, transaction, action or omission of or involving the Agent Company shall occur which Purchaser reasonably believes will result in a Material Adverse Effect; (ixiii) if requested by Banks having more than 50% in aggregate amount any of this Agreement or the Commitments, by notice to the Borrower terminate the Commitments and they Note shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) cease to be, and the Loans or shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived be asserted by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrowerother obligor thereunder not to be, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate in full force and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.effect

Events of Default. If one or more any of the following events take place before or on the Maturity Date or the date of full conversion of this Note ("Events each, an “Event of Default") ”), holders owning 50.1% of the aggregate principal amount of all Notes then outstanding may declare an Event of Default by providing written notice thereof to the Company, all outstanding aggregate principal and accrued but unpaid interest on this Note and the other Notes outstanding immediately due and payable; provided, however, that this Note shall have occurred automatically become due and be continuingpayable: (ai) the Borrower shall fail Company fails to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days make payment of the full amount due date thereof; under this Note upon the tender of such Note following the Maturity Date, which failure to make payment continues for a period of five (b5) days after receipt by the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice from the Noteholder of such accelerationdefault; or (fii) the Company files any petition or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other action for relief with respect to itself or its debts under any bankruptcy, reorganization, insolvency or moratorium law or any other similar law for the relief of, or relating to, debtors, now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its propertyeffect, or shall consent to makes any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, creditors or shall fail generally to pay its debts as they become due, or shall take takes any corporate action to authorize in furtherance of any of the foregoing; (giii) an An involuntary case or other proceeding shall be commenced petition is filed against the Company (unless such petition is dismissed or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts discharged within sixty (60) days) under any bankruptcybankruptcy statute then in effect, insolvency or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar law now person) is appointed to take possession, custody or hereafter in effect or seeking control of any property of the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United StatesCompany; (hiv) judgments Company dissolves, liquidates or orders for ceases business activity, or transfers any major portion of its assets other than in the payment ordinary course of money in excess of $300,000,000 business; provided that this paragraph (ix) shall be rendered against the Company or not apply to any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreementcontemplated real estate transaction; or (iv) a Change of Control shall occur; then, Company breaches any material covenant or agreement on its part contained herein and in every such event, the Agent shall breach has not been remedied within twenty (i20) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived days after receipt by the Borrower; provided that in Company of written notice from the case Noteholder of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowersuch breach.

Events of Default. If one or more any of the following events ("Events of Default") shall have occurred occur and be continuing: (a) the Borrower shall fail to pay when due any principal of any Loan or The Company shall fail to pay any interest, installment of principal of any fees or any other amount payable hereunder within five days of the due date thereof;Notes when due; or (b) the The Company shall fail to observe pay any interest or perform premium on any of the Notes when due and such failure shall continue for five (5) business days; or (c) The Company shall default in the performance of any covenant contained in Sections 5.02(b), 5.04 subsections 4.01(j) or 5.05;(k) or shall default for ten (10) days in the performance of any covenant contained in Section 4.02; or (cd) Any representation or warranty made by the Borrower Company or any Subsidiary in this Agreement or by the Company or any Subsidiary (or any officers of the Company or any Subsidiary) in any certificate, instrument or written statement contemplated by or made or delivered pursuant to or in connection with this Agreement, the Notes or the Security Documents, shall prove to have been incorrect when made in any material respect; or (e) The Company or any Subsidiary shall fail to perform or observe or perform any other term, covenant or agreement contained in this Agreement Agreement, the Notes or the Security Documents on its part to be performed or observed and any such failure remains unremedied for ten (other than those covered by clause (a10) or (b) above) and does not remedy the failure on or before thirty business days after written notice thereof has shall have been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money registered holder of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such accelerationNotes; or (f) The Company or any Subsidiary shall fail to pay any Indebtedness for borrowed money in excess of $250,000 in the aggregate (other than as evidenced by the Notes) owing by the Company or such Subsidiary (as the case may be), or any interest or premium thereon, when due (or, if permitted by the terms of the relevant document, within any applicable grace period), whether such Indebtedness shall become due by scheduled maturity, by required prepayment, by acceleration, by demand or otherwise, or shall fail to perform any material term, covenant or agreement on its part to be performed under any agreement or instrument (other than this Agreement or the Notes) evidencing or securing or relating to any Indebtedness for borrowed money in excess of $250,000 in the aggregate owing by the Company or any Material Subsidiary, as the case may be, when required to be performed (or, if permitted by the terms of the relevant document, within any applicable grace period), if the effect of such failure to pay or perform is to accelerate, or to permit the holder or holders of such Indebtedness, or the trustee or trustees under any such agreement or instrument to accelerate, the maturity of such Indebtedness, unless such failure to pay or perform shall be waived by the holder or holders of such Indebtedness or such trustee or trustees; or (g) The Company or any Subsidiary shall commence be involved in financial difficulties as evidenced (i) by its admitting in writing its inability to pay its debts generally as they become due; (ii) by its commencement of a voluntary case under Title 11 of the United States Code as from time to time in effect, or by its authorizing, by appropriate proceedings of its Board of Directors or other proceeding governing body, the commencement of such a voluntary case; (iii) by its filing an answer or other pleading admitting or failing to deny the material allegations of a petition filed against it commencing an involuntary case under said Title 11, or seeking, consenting to or acquiescing in the relief therein provided, or by its failing to controvert timely the material allegations of any such petition; (iv) by the entry of an order for relief in any involuntary case commenced under said Title 11 which order is not stayed or dismissed within 60 days from the date of entry; (v) by its seeking relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or by its consenting to or acquiescing in such relief; (vi) by the entry of an order by a court of competent jurisdiction (a) finding it to be bankrupt or insolvent, (b) ordering or approving its liquidation, reorganization or other relief with respect to itself any modification or alteration of the rights of its debts under any bankruptcycreditors, insolvency or (c) assuming custody of, or appointing a receiver or other similar law now custodian for, all or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property; or (vii) by its making an assignment for the benefit of, or shall consent to any such relief entering into a composition with, its creditors, or appointing or consenting to the appointment of or taking possession by any such official in an involuntary case a receiver or other proceeding commenced against it, custodian for all or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States;or (h) judgments Any judgment, writ, warrant of attachment or orders for the payment of money in excess of $300,000,000 execution or similar process shall be rendered issued or levied against a substantial part of the property of the Company or any Subsidiary and such judgments judgment, writ, or orders similar process shall continue unsatisfied and unstayed for a period of 30 daysnot be released, if, vacated or fully bonded within (60) days after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreementits issue or levy; or (i) a A Change of Control shall occurControl; then, and in every any such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount Purchaser or any other holder of the CommitmentsNotes may, by notice to the Borrower terminate Company, declare the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate entire unpaid principal amount of the LoansNotes, by notice all interest accrued and unpaid thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Borrower declare the Loans (together with Notes, all such accrued interest thereon) to be, and the Loans all such amounts shall thereupon become, immediately become and be forthwith due and payable (unless there shall have occurred an Event of Default under subsection 5.01(g) in which case all such amounts shall automatically become due and payable), without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerCompany.

Events of Default. If one or more any of the following events ("“Events of Default"”) shall have occurred and be continuingoccurs: (a) the Borrower shall fail to pay when due any principal of any Loan or shall fail Company fails to pay any interestamount due under this Promise when the same becomes due and payable, any fees or any other amount payable hereunder within five and such failure continues for thirty (30) days of after notice thereof to the due date thereofCompany; (b) the Company shall fail to observe or perform any covenant have materially breached its covenants contained in Sections 5.02(b)this Promise, 5.04 or 5.05and such breach shall not have been cured by the date thirty (30) days after notice thereof to the Company; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) makes an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally admits in writing its inability to pay its debts as they become due, or shall files a voluntary petition in bankruptcy, or is adjudicated as bankrupt or insolvent, or files any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation in the United States, or files any answer admitting or failing to deny the material allegations of a petition filed against the Company for any such relief, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, or the Company or its directors or majority stockholders take any corporate action to authorize for the purpose of effecting any of the foregoing; (gd) an involuntary case or other if, within 60 days after the commencement of any proceeding shall be commenced against the Company or seeking any Material Subsidiary seeking reorganization, arrangement, composition, readjustment, liquidation, reorganization dissolution or other similar relief with respect to it or its debts under any bankruptcypresent or future statute, insolvency law or other similar law now regulation, in the United States, such proceeding has not been dismissed or hereafter in effect if, within 60 days after the appointment, without the consent or seeking acquiescence of the appointment Company, of a any trustee, receiver, liquidator, custodian receiver or other similar official liquidator of it the Company or of all or any substantial part of its propertythe properties of the Company, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 daysappointment has not been vacated; or an order for relief or (e) the Company shall be entered against the Company in default beyond any applicable grace or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter notice period in effect in Canada or the United States; (h) judgments or orders for the payment of Debt for money borrowed in an amount in excess of $300,000,000 shall be rendered against the Company or any Subsidiary 50,000,000, and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change the holders of Control such Debt shall occur; thenhave demanded accelerated repayment thereof, and or (ii) the final maturity of such Debt shall have occurred. then and, in every any such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice Holder at its option may proceed to the Borrower terminate the Commitments protect and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that enforce its rights in the case of any of the Events of Default specified manner set forth in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerSection 6 below.

Events of Default. If one or more Any of the following events shall constitute an "Event of Default " ("Events whether any such event shall be voluntary or involuntary or come about or be effected by operation of Default") shall have occurred and be continuing:law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) the Borrower shall fail to pay when due Company defaults in the payment (whether or not such payment is prohibited under Section 9 hereof) of (A) any part of the principal of any Loan Note, when the same shall become due and payable, whether at maturity or at a date fixed for prepayment or by acceleration or otherwise, or (B) the interest on any Note, when the same shall fail become due and payable, and such default in the payment of interest shall have continued for ten (10) days or (C) the Company fails to pay any interest, any fees or any other amount payable due hereunder within five days of or under any Loan Document and such default shall have continued for ten (10) Business Days after notice thereof from the due date thereofAgent; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any Any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to Loan Document or in any certificate, report, financial statement other document furnished by or on behalf of the Company in connection with this Agreement Agreement, shall prove to have been incorrect in any material respect when made (or deemed made); (c) Any term, covenant or agreement contained in Section 8 shall be breached; (d) Any term, covenant or agreement contained in this Agreement or any other Loan Document (other than with regard to payments) shall be breached, and such breach shall remain unremedied for thirty (30) calendar days after receipt by the Company of written notice thereof; (e) One or more judgments or orders for the payment of money in an event aggregate amount of default as defined in $250,000 or more shall be rendered against any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount Company, or any other judgment or order (whether such indebtedness now exists or not for the payment of money) shall be rendered against or shall hereafter be createdaffect Company which causes or could cause a Material Adverse Effect or which does or could have an adverse effect on the legality, validity or enforceability of this Agreement or any other Loan Document and either (i) such judgment or order shall have occurredremained unsatisfied and the Company shall not have taken action necessary to stay enforcement thereof by reason of pending appeal or otherwise, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due expiration of the applicable period of limitations for taking such action or, if such action shall have been taken, a final order denying such stay shall have been rendered, or (ii) enforcement proceedings shall have been commenced by any creditor upon any such judgment or order; provided that no final judgment shall be included in the calculation under this subsection to the extent that the claim underlying such judgment is covered by insurance and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice defense of such acceleration; orclaim has been tendered to and accepted by the insurer without reservation. (f) The occurrence of a Reportable Event that results in or could result in liability of the Company or its ERISA Affiliates to the PBGC or to any Plan in excess of $50,000 and such Reportable Event is not corrected within thirty (30) days after the occurrence thereof, or the occurrence of any Reportable Event which could constitute grounds for termination of any Plan of the Company or its ERISA Affiliates by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer any such Plan and such Reportable Event is not corrected within thirty (30) days after the occurrence thereof, or the filing by the Company, or any of its ERISA Affiliates of a notice of intent to terminate a Plan or the institution of other proceedings to terminate a Plan; or the Company or any Material Subsidiary of its ERISA Affiliates shall commence fail to pay when due any liability to the PBGC or to a voluntary case Plan in excess of $50,000; or other proceeding seeking liquidationthe PBGC shall have instituted proceedings to terminate, reorganization or other relief to cause a trustee to be appointed to administer, any Plan of the Company or its ERISA Affiliates; or any person engages in a Prohibited Transaction with respect to itself any Plan which results in or could result in liability of the Company, any of its ERISA Affiliates, any Plan of the Company, or its debts under ERISA Affiliates or any bankruptcyfiduciary of any such Plan in excess of $50,000; or failure by the Company, insolvency or any of its ERISA Affiliates to make a required installment or other similar law now payment to any Plan within the meaning of Section 302(o) of ERISA or hereafter Section 412(n) of the Code that results in effect or seeking could result in liability of the appointment of a trustee, receiver, liquidator, custodian or other similar official of it Company or any substantial part of its property, ERISA Affiliates to the PBGC or shall consent any Plan in excess of $50,000; or the withdrawal of the Company or any of its ERISA Affiliates from a Plan during a plan year in which it was a "substantial employer" as defined in Section 4001 (a)(2) of ERISA; or the Company or any of its ERISA Affiliates becomes an employer with respect to any such relief Multiemployer Plan without the prior written consent of the Purchasers. (g) The Company shall be dissolved or to the appointment of liquidated (or taking possession by any such official in an involuntary case judgment, order or other proceeding commenced against it, decree therefor shall be entered); or shall make a general assignment for the benefit of creditors; or shall institute, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding there shall be commenced instituted against the Company any proceeding or any Material Subsidiary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, reorganization winding up, reorganization, arrangement, adjustment, protection, relief or other relief with respect to composition of it or its debts under any law relating to bankruptcy, insolvency or other similar law now reorganization or hereafter in effect relief or protection of debtors or seeking the entry of an order for relief, or the appointment of a trustee, receiver, liquidatortrustee, custodian or other similar official of for it or for any substantial part of its assets, rights, revenues or property, and, if such proceeding is instituted against the Company and is being contested by the Company in good faith by appropriate proceedings, such involuntary case or other proceeding shall remain undismissed and or unstayed for a period of 60 days; or an order shall take any action (corporate or other) to authorize or further any of the actions described above in this subsection. (h) This Agreement or any of the other Loan Documents shall, at any time after their respective execution and delivery, and for relief any reason, cease to be in full force and effect or shall be entered against declared null and void, or be revoked or terminated, or the validity or enforceability thereof or hereof shall be contested by the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability stockholder of the Company and the Borrower, taken together, not a party to perform their obligations under this Agreement; or (i) a Change of Control , or the Company shall occur; thendeny that it has any further liability or obligation thereunder or hereunder, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in as the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowermay be.

Events of Default. If one or more Each of the following events ("Events or conditions shall constitute an “Event of Default") shall have occurred and be continuing”: (a) the Borrower shall fail Company fails to pay the Payment Amount when due any principal due, whether at stated maturity, by acceleration, or otherwise, and such failure remains unremedied for a period of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereoften (10) days; (b) any representation, warranty, certification or other statement of fact made or deemed made by or on behalf of the Company or AEON herein or in any agreement, certificate, document, report, financial statement or other document furnished by the Company or AEON under or in connection with this Note, including without limitation the Purchase Agreement and other Note Documents, proves to have been false or misleading on or as of the date made or deemed made, which breach shall fail to observe or perform any covenant contained have a Material Adverse Effect (as defined in Sections 5.02(bthe Purchase Agreement as in effect on the date hereof), 5.04 on (i) the financial condition of the Company or 5.05AEON, or (ii) the ability of the Company or AEON to perform its obligations under this Note, the Purchase Agreement or the other Note Documents; (c) the Borrower Company or the Company shall fail AEON fails to observe perform or perform observe, in any covenant material respect, any other covenant, term, condition or agreement contained in this Agreement Note or any other Note Document or any agreement executed and delivered in connection herewith, and the breach of such other covenant, term, condition or agreement is not cured within thirty (other than those covered by clause (a30) or (b) above) and does not remedy the failure on or before thirty days after the earlier to occur of the Company's or AEON's receipt of notice thereof has been given to of such breach from the Borrower and the Company by the Agent at the request of any BankHolder; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or AEON (i) commences any Material Subsidiary shall commence a voluntary case case, proceeding or other proceeding action under any existing or future bankruptcy, insolvency, or similar law, seeking liquidation, reorganization or other (A) to have an order for relief entered with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors(B) to adjudicate it as bankrupt or insolvent, or shall fail generally to pay its debts as they become due(C) reorganization, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking arrangement, adjustment, winding-up, liquidation, reorganization dissolution, composition or other relief with respect to it or its debts under any bankruptcydebts, insolvency or other similar law now or hereafter in effect or seeking the (D) appointment of a receiver, trustee, receivercustodian, liquidator, custodian conservator or other similar official of for it for all or any substantial part of its propertyassets, and such involuntary case or (ii) makes a general assignment for the benefits of its creditors; (e) there is commenced against the Company or AEON in a court of competent jurisdiction any case, proceeding or other proceeding shall remain undismissed and unstayed for action of a period nature referred to in Section 3(d) which (i) results in the entry of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy such adjudication or insolvency laws as now appointment or hereafter in effect in Canada (ii) remains undismissed, undischarged, unstayed or the United States; unbonded for sixty (h60) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (if) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice occurrence of any kind, all of which are hereby waived by default under the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower Strathspey Note or any other act by the Agent agreement or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest instrument executed or other notice of any kind, all of which are hereby waived by the Borrowerdelivered in connection therewith.

Events of Default. If any one or more of the following events ("events, herein called Events of Default") , shall have occurred occur, for any reason whatsoever, and whether such occurrence shall, on the part of the Company or any subsidiary, be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of a court of competent jurisdiction or any order, rule or regulation of any administrative or other governmental authority and such Event of Default shall be continuing: (a) default shall be made in the Borrower shall fail to pay when due any payment of the principal of any Loan Note when and as the same shall become due and payable, whether at maturity or shall fail to pay any interest, any fees at a date fixed for prepayment or any other amount payable hereunder within five days of the due date thereof;by acceleration or otherwise; or (b) default shall be made in the Company payment of any installment of interest on any Note according to its terms when and as the same shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05;become due and payable and such default shall continue for a period of five days; or (c) default shall be made in the Borrower due observance or performance of any other covenant, condition or agreement on the part of the Company to be observed or performed pursuant to the terms hereof or of the Securities Purchase Agreement dated as of January 24, 1996 among the Company and the several Purchasers named therein (the "Purchase Agreement"), and such default shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty continue for 30 days after written notice thereof has thereof, specifying such default and requesting that the same be remedied, shall have been given to the Borrower and the Company by the Agent holder or holders of at least 25% of the principal amount of the Notes then outstanding (the Company to give forthwith to all other holders of Notes at the request time outstanding written notice of any Bank;the receipt of such notice specifying the default referred to therein); or (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this the Purchase Agreement shall prove to have been false or incorrect in any material respect when made (on the date on or deemed as of which made);; or (e) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Company or any subsidiary in an event involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar laws, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any subsidiary or for any substantial part of any of their property, or ordering the winding-up or liquidation of any of their affairs and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (f) the commencement by the Company or any subsidiary of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar laws, or the consent by any of them to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or any subsidiary or for any substantial part of their property, or the making by any of them of any assignment for the benefit of creditors, or the failure of the Company or any subsidiary generally to pay its debts as such debts become due; or (g) default as defined in any evidence of instrument evidencing or under which the Company or any subsidiary has outstanding at the time any indebtedness for money borrowed money in excess of the Company exceeding on its face $100,000,000 50,000 in aggregate principal amount (whether shall occur and as a result thereof the maturity of any such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared been accelerated so that the same shall have become due and payable prior to the date on which it the same would otherwise have become due and payable and such acceleration shall not be have been rescinded or annulled within 10 days of written notice of such acceleration30 days; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders final judgment for the payment of money in excess of $300,000,000 50,000 shall be rendered against the Company or any Subsidiary a subsidiary and such judgments or orders the same shall continue unsatisfied and unstayed remain undischarged for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control days during which execution shall occurnot be effectively stayed; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50holder or holders of a least 25% in aggregate principal amount of the CommitmentsNotes at the time outstanding may, at its or their option, by notice to the Borrower terminate Company, declare all the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) Notes to be, and all the Loans Notes shall thereupon be and become, immediately forthwith due and payable together with interest accrued thereon without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived to the extent permitted by the Borrower; provided that in the case law. At any time after any declaration of any acceleration as to all of the Notes has been made as provided in this Section 12, the holders of at least 66 2/3% in principal amount of the Notes then outstanding may, by notice to the Company, rescind such declaration and its consequences, if (i) the Company has paid all overdue installments of interest on the Notes and all principal that has become due otherwise than by such declaration of acceleration and (ii) all other defaults and Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any (other act than nonpayments of principal and interest that have become due solely by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereonreason of acceleration) shall become immediately due and payable without presentmenthave been remedied or cured or shall have been waived pursuant to this paragraph, demandPROVIDED, protest HOWEVER, that no such rescission shall extend to or other notice affect any subsequent default or Event of Default or impair any kind, all of which are hereby waived by the Borrowerright consequent thereon.

Events of Default. If one or more 6.1 Upon the occurrence and during the continuation of an Event of Default, Purchaser shall have all of the following events ("Events rights of a secured party under the Code with respect to the Collateral. Guarantor’s obligations hereunder are not limited to the Collateral or any exercise by Purchaser of rights and remedies against the same, and Purchaser may pursue any other available rights and remedies against Guarantor, whether hereunder, at law or otherwise, without resort to the Collateral if Purchaser deems it in its best interests to do so. 6.2 During the existence and continuation of an Event of Default") shall have occurred and be continuing:, (a) Purchaser may, to the Borrower extent permitted by applicable law, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Purchaser in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Pledged Collateral in such order as Purchaser may elect, and any such sale may be made either at public or private sale at its place of business or elsewhere, or at any broker’s board or securities exchange, either for cash or upon credit or for future delivery; provided, however, that if such disposition is at private sale, then the purchase price of the Pledged Collateral shall fail be equal to pay when due any principal the public market price then in effect, or, if at the time of sale no public market for the Pledged Collateral exists, then, in recognition of the fact that the sale of the Pledged Collateral would have to be registered under the Securities Act of 1933, as amended (the “Act”), and that the expenses of such registration are commercially unreasonable for the type and amount of collateral pledged hereunder, Purchaser and Guarantor hereby agree that such private sale shall be at a purchase price mutually agreed to by Purchaser and Guarantor or, if the parties cannot agree upon a purchase price, then at a purchase price established by Purchaser in the exercise of its reasonable discretion. Purchaser shall be under no obligation to delay the sale of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof;Pledged Shares for the period of time necessary to permit Guarantor to register such securities for public sale under the Act, or under applicable state securities laws, even if Guarantor would agree to do so. Purchaser may be the purchaser of any or all Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of Guarantor or right of redemption. To the extent permitted by applicable law, demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived. Any sale hereunder may be conducted by any officer or agent of Purchaser; and (b) the Company Purchaser shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money all of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to rights of a secured party under the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief Code with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it Pledged Collateral. Guarantor’s obligations hereunder are not limited to the Pledged Collateral or any substantial part exercise by Purchaser of its propertyrights and remedies against the same, and Purchaser may pursue any other available rights and remedies against any Guarantor, whether hereunder, at law or shall consent to any such relief or otherwise, without resort to the appointment Pledged Collateral if Purchaser deems it in its best interests to do so. 6.3 During the existence of or taking possession by any such official in an involuntary case or other proceeding commenced against itEvent of Default, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any proceeds of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case sale of any of the Events Pledged Collateral and all sums received or collected by Purchaser from or on account of Default specified such Pledged Collateral under Section 6.3 shall be applied by Purchaser to the payment of expenses incurred or paid by Purchaser in clause 6.01(f) connection with any sale, transfer or 6.01(g) above delivery of the Pledged Collateral, to the payment of any other costs, charges, attorneys’ fees or expenses mentioned herein, and to the payment of the Obligations or any part hereof, all in such order and manner as Purchaser in its discretion may determine. 6.4 Upon the transfer by Purchaser of all or any part of the Obligations pursuant to the terms of the Purchase Agreement, Purchaser may transfer all or any part of the Pledged Collateral to the transferee of the Obligations and shall be fully discharged thereafter from all liability and responsibility with respect to the Company or the Borrowersuch Pledged Collateral so transferred, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together transferee shall be vested with accrued interest thereon) all the rights and powers of Purchaser hereunder with respect to such Pledged Collateral so transferred; but with respect to any Pledged Collateral not so transferred, Purchaser shall become immediately due retain all rights and payable without presentment, demand, protest or other notice of any kind, all of which are powers hereby waived by the Borrowergiven.

Events of Default. If Any one or more of the following events ("Events or situations shall be regarded as an “Event of Default"” under this Agreement, provided that the defaults described in (c), (d), (j), and (k) shall have occurred not be deemed actionable defaults until written notice of the default has been given by the nondefaulting party, and be continuing:there has been a failure by the defaulting party to cure the default within 45 days following such notice. (a) the Borrower shall fail to pay when due any principal of any Loan or shall fail Failure by Provider to pay any interest, any fees amount due under this Agreement or under any other amount payable hereunder Operative Document within five 15 days of its due date; provided that Dental Cooperative may allow up to an additional 45 days with respect to this Agreement only in the due date thereof;case of demonstrated economic need for such an extension. (b) Election of Dental Cooperative to terminate the Company shall fail to observe or perform any covenant contained Agreement as a result of Declining Collections and/or Declining Margins, as such terms are defined in Sections 5.02(b), 5.04 or 5.05;the Management Agreement. (c) Dentist(s) or Provider on the Borrower one hand, or Dental Cooperative on the Company shall fail other hand, fails to observe or perform fulfill any covenant or agreement contained in obligation under this Agreement (or any other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank;Operative Document. (d) any representation Any of the representations and warranties made by Dentist(s) and Provider, on the one hand, or warranty made (orDental Cooperative on the other hand, pursuant proves to Section 3.02, deemed made) by the Borrower be untrue or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (made, or deemed omits to state a material fact required to be stated in order to make such statements, in the light of the circumstances under which made), not misleading on the date made; (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists Provider or shall hereafter be createdDentist(s) shall have occurredcommence (by petition, which results in such indebtedness becoming application, or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (fotherwise) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding under the laws of any jurisdiction seeking liquidation, reorganization reorganization, or other relief with respect to itself Provider’s or its Dentist(s)’s debts under any bankruptcy, insolvency insolvency, or other similar law now or hereafter in effect effect, or seeking the appointment of a trustee, self-trusteeship, receiver, liquidatorcustodian, custodian or other similar official of it or any substantial part of its Provider’s or Dentist(s)’s property, ; or shall consent (by answer or failure to answer, or otherwise) to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, Provider or Dentist(s); or shall make a general an assignment for the benefit of creditors, ; or shall fail generally not pay Provider’s or Dentist(s)’s debts as they become due or not be able to pay its such debts as they become due, ; or admit in writing the inability to pay such debts as they become due; or shall take any corporate action to authorize any of the foregoing; (gf) an An involuntary case or other proceeding shall be commenced under the laws of any jurisdiction against the Company Provider or any Material Subsidiary Dentist(s) seeking liquidation, reorganization reorganization, or other relief with respect to it Provider’s or its Dentist(s)’s debts under any bankruptcy, insolvency insolvency, or other similar law now or hereafter in effect effect, or seeking the appointment of a trustee, receiver, liquidatorcustodian, custodian or other similar official of it or any substantial part of its property, Provider’s or Dentist(s)’s property and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 sixty (60) days; , or an order for relief a trustee, receiver, custodian, or other official shall be appointed in such involuntary case; (g) Entry of any judgment exceeding $10,000 entered against the Company Provider or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United StatesDentist(s) that shall not be discharged within thirty (30) days from entry; (h) judgments An attachment, garnishment, execution, or orders for other process is issued or a lien is filed against any of the payment assets of money the Dental Practice or against Dentist(s)’ equity ownership in Provider, and shall encumber such assets in excess of thirty (30) days; (i) Transfer (other than the granting of a security interest to Lender) of an interest in any of the assets of the Dental Practice or of Dentist(s)’s equity ownership in Provider without the prior written consent of Dental Cooperative; (j) Any of the assets of the Dental Practice are lost, stolen, or materially damaged, the aggregate uninsured value of which is in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement10,000; or (ik) a Change Failure of Control shall occur; thenProvider or Dentist(s) to maintain licenses, permits, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount franchises necessary for operation of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerDental Practice.

Events of Default. If one or more of the (a) The following events (shall constitute an "Events Event of Default") shall have occurred and be continuing" under the Debentures: (ai) the Borrower Company shall fail to pay when due any principal of or interest on any Loan or shall fail to pay any interest, any fees Debenture or any other amount payable hereunder within five days of under the due date thereofDebentures or the Purchase Agreement; (bii) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05Section 6; (ciii) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this the Debentures, the Warrants or the Purchase Agreement (other than those covered by clause (ai) or (bii) above) and does not remedy the failure on or before thirty for 15 days after written notice thereof has been given to the Borrower and the Company by the Agent at the request of any BankCompany; (div) any representation representation, warranty, certification or warranty statement made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement the Purchase Agreement, in the Debentures or in the Warrants or in any certificate certificate, financial statement or other document delivered pursuant to this the Purchase Agreement or the Debentures shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (fv) the Company or any of its subsidiaries shall fail to make any payment in respect of any Material Subsidiary Indebtedness (as defined below) when due or within any applicable grace period; (vi) any event or condition shall occur which (A) results in the acceleration of the maturity of any Material Indebtedness or (B) enables (or, with the giving of notice or lapse of time or both, would enable) the holder of such Indebtedness or any Person acting on such holder's behalf to accelerate the maturity thereof; (vii) the Company or any of its subsidiaries shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (gviii) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary of its subsidiaries seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary of its subsidiaries under the federal bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United Stateseffect; (hix) judgments any member of the ERISA Group shall fail to pay when due an amount or orders amounts aggregating in excess of $100,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c) (5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $200,000; (x) Except as permitted by the Agreement a judgment or order for the payment of money in excess of $300,000,000 1,000,000 shall be rendered against the Company or any Subsidiary of its subsidiaries and such judgments judgment or orders order shall continue unsatisfied and unstayed for a period of 30 business days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (ixi) a Change any person or group of Control shall occur; then, and in every such event, persons (within the Agent shall (i) if requested by Banks having more than 50% in aggregate amount meaning of Section 13 or 14 of the CommitmentsSecurities Exchange Act of 1934, as amended) (other than the Purchaser and its affiliates) after the date hereof shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by notice to the Borrower terminate the Commitments Securities and they shall thereupon terminate, and (iiExchange Commission under said Act) if requested by Banks holding of 20% or more than 50% of the aggregate principal amount outstanding shares of common stock of the Loans, by notice to Company; or individuals who were directors of the Borrower declare Company as of the Loans date hereof (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived new director whose election by the Borrower; provided that in the case Company's stockholders was approved by a vote of any at least two-thirds of the Events directors then still in office who either were directors at the beginning of Default specified in clause 6.01(fsuch period or whose election or nomination was previously so approved) or 6.01(g) above with respect shall cease for any reason to constitute a majority of the board of directors of the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice a "Change of any kind, all of which are hereby waived by the BorrowerControl").

Events of Default. If one or more of the following events ("Events An “Event of Default") shall have occurred and be continuing” occurs if: (a) the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof; (b1) the Company shall fail to observe or perform defaults in the payment of interest on any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) Security when the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become same becomes due and payable and such acceleration shall not be rescinded or annulled within 10 days default continues for a period of written notice of such acceleration; or30 days; (f2) the Company defaults in the payment of the principal (including premium, if any) of any Security when the same becomes due and payable at maturity, upon redemption or otherwise; (3) the Company fails to comply with any of its other agreements in the Securities or this Indenture and such default continues for the period and after the notice specified below in the last paragraph of this Section 5.01; (4) (A) the Company or any Material Subsidiary defaults in the payment when due of principal of, interest on, or other amounts payable in respect of any of its respective Indebtedness (other than the Securities) in the aggregate principal or like amount of $_____________ or more, or (B) the Company or any Material Subsidiary fails to perform or comply with any of its other agreements in respect of any of its respective Indebtedness (other than the Securities) in the aggregate principal or like amount of $____________ or more and such Indebtedness shall commence be or shall have been declared to be due and payable immediately and such acceleration shall not have been rescinded or annulled; (5) the Company or any Material Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or proceeding, (B) consents to the appointment entry of or taking possession by any such official an order for relief against it in an involuntary case or other proceeding commenced against itproceeding, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, or shall make or (D) makes a general assignment for the benefit of its creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;or (g6) a court of competent jurisdiction enters an involuntary case order or other proceeding shall be commenced decree under any Bankruptcy Law that: (A) is for relief (with respect to the petition commencing such case) against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such an involuntary case or other proceeding shall remain undismissed and unstayed for proceeding, (B) appoints a period Custodian of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now for all or hereafter in effect in Canada or the United States;substantially all of its respective property, or (hC) judgments or orders for the payment liquidation of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to beMaterial Subsidiary, and the Loans shall thereupon become, immediately due order or decree remains unstayed and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowereffect for 60 days.

Events of Default. If The occurrence of any one or more of the following events (regardless of the cause thereof) shall constitute an "Events Event of Default") shall have occurred and be continuing" hereunder: (a) the Borrower shall fail to pay when due make any principal payment of principal, interest or other amount in respect of any Loan Obligations when due, whether at maturity or by reason of acceleration pursuant to the terms of this Agreement or by notice of intention to prepay, or by required prepayment or the Borrower shall fail to pay any interest, any fees other liabilities or make any other amount payable hereunder within five days of the due date thereofpayment, fee or charge provided for herein or in any other Loan Document when due; (b) the Company Borrower shall fail timely or fully to perform, keep or observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05of the provisions of Article 8; (c) an Obligor shall fail timely and fully to perform, keep or observe any other provision of this Agreement or of any of the other Loan Documents, and such failure shall continue unremedied for a period of fifteen (15) days after the Borrower or shall receive notice of such failure, which period may be extended, not exceeding an additional thirty (30) days if the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bankapplicable Obligor is diligently pursuing a cure; (d) any representation or warranty herein or in any Loan Document or in any written statement pursuant thereto or hereto, or any report, financial statement or certificate now or at any time hereafter made (or, pursuant or delivered to Section 3.02, deemed made) the Bank by the Borrower or the Company in this Agreement or in any certificate delivered on behalf of an Obligor pursuant to this Agreement any of the Loan Documents or otherwise at the request of the Bank, shall prove to have been be untrue, incorrect or incomplete in any material respect when made (or deemed made)respect, as of the date it purports to speak; (e) an event of default as defined in any evidence of indebtedness for borrowed money of Material Obligor or Afinsa shall (i) voluntarily commence any proceeding or file any petition seeking relief, under the Company exceeding on its face $100,000,000 in principal amount Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, liquidation or similar law, (whether such indebtedness now exists or shall hereafter be createdii) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior consent to the date on which it would otherwise become due institution of, or fail to oppose in a timely and payable and appropriate manner, any such acceleration shall not be rescinded proceeding or annulled within 10 days the filing of written notice of any such acceleration; or petition, (fiii) the Company apply for or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect consent to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a receiver, trustee, receivercustodian, liquidator, custodian sequestrator or other similar official of it for the Material Obligor or any Afinsa or for a substantial part of its propertyassets, (iv) file an answer admitting the material allegations of a petition filed against it or shall consent to him in any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against itproceeding, or shall (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its or shall his inability or fail generally to pay its or his debts as they become due, due or shall (vii) take any corporate action to authorize for the purpose of effecting any of the foregoing; (gf) an involuntary case or other proceeding shall be commenced against or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of a Material Obligor or Afinsa, or of a substantial part of the Company assets of the Material Obligor or Afinsa under the Bankruptcy Code or any Material Subsidiary seeking liquidationother Federal, reorganization state or other relief with respect to it or its debts under any foreign bankruptcy, insolvency insolvency, receivership or other similar law now or hereafter in effect or seeking law, (ii) the appointment of a receiver, trustee, receivercustodian, liquidator, custodian sequestrator or other similar official of it for the Material Obligor or any Afinsa or for a substantial part of its property, or (iii) the dissolution, winding-up or liquidation of the material Obligor or Afinsa; and such involuntary case proceeding or petition shall continue undismissed for thirty (30) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect; (g) default shall be made, beyond any applicable grace period, with respect to other proceeding Indebtedness of an Obligor (excluding obligations to trade creditors being contested in good faith) in an amount greater than $500,000 if the effect of any such default shall remain undismissed be to accelerate, or to permit (with the giving of notice or the passage of time or both) the holder or obligee of any Indebtedness (or any trustee on behalf of such holder or obligee) at its option to accelerate the maturity of such Indebtedness; or any amount of principal or interest in respect of such Indebtedness shall not be paid as and unstayed when due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the same); provided that such a default or failure to pay shall not be an Event of Default hereunder for a period of 60 days; thirty days after such default or an order for relief shall be entered against failure to pay, if the Company Obligor disputes in good faith the validity of such default or payment, unless the holder or obligee of any Indebtedness (or any Material Subsidiary under the bankruptcy trustee on behalf of such holder or insolvency laws as now or hereafter in effect in Canada or the United Statesobligee) commences an action to collect such Indebtedness; (h) judgments or orders a judgment for the payment of money (not reimbursed by insurance policies of an Obligor within 30 days of the occurrence of the event giving rise to such claim) in excess of $300,000,000 200,000 shall be rendered by a court or other tribunal against the Company or any Subsidiary an Obligor and such judgments or orders (i) shall continue unsatisfied and unstayed remain undischarged for a period of 30 days, if, after consecutive days during which the execution of such 30-day period, judgment shall not have been stayed effectively or (ii) any judgment creditor shall legally commence actions to collect on or enforce such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; orjudgment; (i) any Lien created by any of the Loan Documents shall for any reason cease to be, or be asserted by an Obligor not to be, a Change valid, first priority perfected security interest in any of Control shall occur; thenthe Collateral (except with respect to Collateral subject to Permitted Encumbrances); (j) with respect to any Plan, and there occurs or exists any of the events or conditions described in every such event, the Agent shall following clauses (i) if requested by Banks having more than 50% through (viii) and such event or condition, together with all like events or conditions, could in aggregate amount the reasonable opinion of the Commitments, by notice to Bank subject the Borrower terminate to any tax, penalty or other liability that might, singly or in the Commitments and they shall thereupon terminateaggregate, and have a Material Adverse Effect: (i) a reportable event as defined in Section 4043 of ERISA, (ii) if requested by Banks holding more than 50% a prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the aggregate principal amount IRC, (iii) termination of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest Plan or other filing of notice of any kindintention to terminate, all of which are hereby waived (iv) institution by the Borrower; provided PBGC of proceedings to terminate, or to appoint a trustee to administer, the Plan, or circumstances that constitute grounds for any such proceedings, (v) complete or partial withdrawal from a Multiemployer Plan, or the reorganization, insolvency or termination of a Multiemployer Plan, (vi) an accumulated funding deficiency within the meaning of ERISA, (vii) violation of the reporting, disclosure or fiduciary responsibility requirements of ERISA or the IRC, or (viii) any act or condition which could result in direct, indirect or contingent liability to any Plan or the PBGC; (k) there occurs any material change in the case of any financial condition of the Events Obligors on an aggregate basis or Afinsa which in the reasonable opinion of Default specified in clause 6.01(fthe Bank materially impairs the Bank' security or materially increases the Bank' risk; (l) or 6.01(g) above with respect Greg Manning ceases to be the Company or First Vice Chairman and Chief Executivx Xxxxxxx xx the Borrower, without any notice or Afinsa ceases to the Company own directly or the Borrower or any other act by the Agent or the Banksthrough an Affiliate, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice at least 51% of any kind, all of which are hereby waived by the issued and outstanding shares of the voting stock of the Borrower.

Events of Default. If one or more of the following events ("Events each, an “Event of Default"”) shall have occurred and be continuing: (a) the Borrower Company shall fail to pay when due any the principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereofwhen due; (b) the Company shall fail to observe pay within 5 days of the due date thereof the Facility Fee, or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05interest on any Loan; (c) the Borrower Company shall fail to pay within 30 days after written request for payment by any Lender, acting through the Administrative Agent, any other amount payable under this Agreement; (d) the Company shall fail to observe or perform any agreement contained in Sections 5.07 through 5.09; (e) the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause clauses (a) or through (bd) above) and does not remedy the failure on or before thirty for 30 days after written notice thereof has been given to the Borrower and the Company by the Syndication Agent at the request of any Bankthe Required Lenders; (df) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in Article 4 of this Agreement or in any certificate delivered or writing furnished pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made)and such deficiency shall remain unremedied for 5 days after written notice thereof shall have been given to the Company by the Syndication Agent at the request of the Required Lenders; (eg) an event of default as defined in any evidence of indebtedness for borrowed money Material Debt shall become due before stated maturity by the acceleration of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists maturity thereof by reason of default, or any Material Debt shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due by its terms and payable and such acceleration shall not be rescinded or annulled paid and, in any case aforesaid in this clause (g), corrective action satisfactory to the Required Lenders shall not have been taken within 10 5 days of after written notice of such acceleration; orthe situation shall have been given to the Company by the Syndication Agent at the request of the Required Lenders; (fh) the Company or any Material Restricted Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (gi) an involuntary case or other proceeding shall be commenced against the Company or any Material Restricted Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 90 days; or an order for relief shall be entered against the Company or any Material Restricted Subsidiary under the federal bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United Stateseffect; (hj) judgments or orders a final judgment for the payment of money in excess of $300,000,000 200,000,000 (net of any amounts paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered have been entered against the Company or any Restricted Subsidiary, and the Company or such Restricted Subsidiary shall not have satisfied the same within 60 days, or caused execution thereon to be stayed within 60 days, and such judgments failure to satisfy or orders stay such judgment shall continue unsatisfied remain unremedied for 5 days after notice thereof shall have been given to the Company by the Syndication Agent at the request of the Required Lenders; (k) a final judgment either (1) requiring termination or imposing liability (other than for premiums under Section 4007 of ERISA) under Title IV of ERISA in respect of, or requiring a trustee to be appointed under Title IV of ERISA to administer, any Plan or Plans having aggregate Unfunded Liabilities in excess of $200,000,000 or (2) in an action relating to a Multiemployer Plan involving a current payment obligation in excess of $200,000,000, which judgment, in either case, has not been satisfied or stayed within 60 days and unstayed such failure to satisfy or stay is unremedied for a period 5 days after notice thereof shall have been given to the Company by the Syndication Agent at the request of 30 days, if, after such 30the Required Lenders; (l) during any two-day year period, individuals who at the beginning of such continuation has a material adverse impact on period constituted the ability Company’s Board of Directors (together with any new director whose election by the Board of Directors or whose nomination for election by the stockholders of the Company and was approved by a vote of at least two-thirds of the Borrower, taken together, directors then in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to perform their obligations under this Agreementconstitute a majority of the directors then in office; or (im) any person or group of persons (within the meaning of Section 13 or 14 of the Exchange Act) (other than an employee benefit or stock ownership plan of the Company or any of its Subsidiaries) shall have acquired, directly or indirectly, shares of capital stock (whether common or preferred or a Change combination thereof) having ordinary voting power to elect a majority of Control shall occurthe members of the Board of Directors of the Company; then, and in every such event, the Syndication Agent shall shall, if requested by the Required Lenders, (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower Administrative Agent and the Company terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower Administrative Agent and the Company declare the Loans (together with Loans, interest accrued interest thereon) thereon and all other amounts payable hereunder to be, and the Loans 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 the BorrowerCompany; provided that in the case event of any (A) the filing by the Company of the Events a petition, or (B) an actual or deemed entry of Default specified in clause 6.01(f) or 6.01(g) above an order for relief with respect to the Company Company, under the federal bankruptcy laws as now or the Borrowerhereafter in effect, without any notice to the Company or the Borrower or any other act by the Syndication Agent, the Administrative Agent or the BanksLenders, the Commitments shall thereupon terminate and the Loans (together with Loans, interest accrued interest thereon) thereon and all other amounts payable hereunder shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerCompany.

Events of Default. If one or more any of the following events ("Events of Default") shall have occurred occur and be continuing: (a) the Borrower shall fail to pay when due any principal of any Loan The Company or LTHI shall fail to pay any interest, installment of principal of any fees of the Notes or any other amount payable hereunder within five days of the due date thereof;LTHI Notes, respectively, when due; or (b) the The Company or LTHI shall fail to observe pay any interest or perform premium, if any, on any of the Notes or any of the LTHI Notes, respectively, when due and such failure shall continue for five (5) days; or (c) The Company shall default in the performance of any covenant contained in Sections 5.02(b), 5.04 Section 7.02 which default shall remain uncured for twenty (20) days or 5.05more; or (d) There shall be an Event of Default under the LTHI Loan Agreement or any documents or agreements executed in connection therewith; (ce) the Borrower Any representation or warranty made by the Company in this Agreement or by the Company (or any of its officers) in any certificate, instrument or written statement contemplated by or made or delivered pursuant to or in connection with this Agreement, shall prove to have been incorrect when made in any material respect; or (f) The Company or any Subsidiary shall fail to perform or observe or perform any other term, covenant or agreement contained in this Agreement or the Notes on its part to be performed or observed and any such failure remains unremedied for twenty (other than those covered by clause (a20) or (b) above) and does not remedy the failure on or before thirty days after written notice thereof has shall have been given to the Borrower and Company by any registered holder of the Notes; or (g) The Company or any Subsidiary shall fail to pay any Indebtedness for borrowed money exceeding $1,000,000 (or its equivalent in any other currency) owing by the Company by or such Subsidiary (as the Agent at the request of case may be), or any Bank; (d) any representation interest or warranty made premium thereon, when due (or, pursuant to Section 3.02, deemed made) if permitted by the Borrower terms of the relevant document, within any applicable grace period), whether such Indebtedness shall become due by scheduled maturity, by required prepayment, by acceleration, by demand or the Company in otherwise, or shall fail to perform any term, covenant or agreement on its part to be performed under any agreement or instrument (other than this Agreement or in the Notes) evidencing or securing or relating to any certificate delivered pursuant Indebtedness owing by the Company or any Subsidiary, as the case may be, when required to this Agreement be performed (or, if permitted by the terms of the relevant document, within any applicable grace period), if the effect of such failure to pay or perform is to accelerate, or to permit the holder or holders of such Indebtedness, or the trustee or trustees under any such agreement or instrument to accelerate the maturity of such Indebtedness, unless such failure to pay or perform shall prove to have been incorrect in any material respect when made (be waived by the holder or deemed made);holders of such Indebtedness or such trustee or trustees; or (eh) The occurrence of an event of default as defined in or default under any evidence of indebtedness for borrowed money document, instrument, note or agreement evidencing or relating to any Senior Debt, including, without limitation, Indebtedness of the Company exceeding on and any of its face $100,000,000 Subsidiaries for money borrowed from the Bank pursuant to the Loan Agreement. (i) The Company, any of the Guarantors or LTHI shall be involved in principal amount financial difficulties evidenced (whether i) by its admitting in writing its inability to pay its debts generally as they become due; (ii) by its commencement of a voluntary proceeding under Title 11 of the United States Code as from time to time in effect, or foreign bankruptcy, insolvency, receivership, examination or similar law, or by its authorizing, by appropriate proceedings of its board of directors or other governing body, the commencement of such indebtedness now exists a voluntary proceeding; (iii) by its filing an answer or shall hereafter be createdother pleading admitting or failing to deny the material allegations of a petition filed against it commencing an involuntary proceeding under said Title 11, or foreign bankruptcy, insolvency, receivership or similar law, or seeking, consenting to or acquiescing in the relief therein provided, or by its failing to timely controvert any such proceeding or the material allegations of any such petition; (iv) shall have occurredby the entry of an order for relief in any involuntary proceeding commenced under said Title 11, which results or foreign bankruptcy, insolvency, receivership, examination or similar law; (v) by its seeking relief as a debtor under any applicable law, other than said Title 11, or similar bankruptcy, insolvency, receivership, examination or similar law, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or by its consenting to or acquiescing in such indebtedness becoming relief; (vi) by the entry of an order by a court of competent jurisdiction (a) finding it to be bankrupt or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded insolvent, (b) ordering or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking approving its liquidation, reorganization or other relief with respect to itself any modification or alteration of the rights of its debts under any bankruptcycreditors, insolvency or other similar law now (c) assuming custody of, or hereafter in effect or seeking the appointment of appointing a receiver, examiner, trustee, receivercustodian, liquidator, custodian sequestrator or other similar official of it for, all or any a substantial part of its property; or (vii) by its making an assignment for the benefit of, or shall consent to any such relief entering into a composition with, its creditors, or appointing or consenting to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against ita receiver, or shall make a general assignment for the benefit of creditorsexaminer, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receivercustodian, liquidator, custodian sequestrator or other similar official of it for all or any a substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period ; (j) A Change of 60 days; or an order for relief shall be entered against Control occurs with respect to the Company or any Material Subsidiary under of its material direct or indirect subsidiaries which is not consented to by the bankruptcy or insolvency laws as now or hereafter in effect in Canada or holders of at least a majority of the United States;principal amount of the Notes then outstanding; or (hk) judgments Any judgment, writ, warrant of attachment or orders for the payment of money in excess of $300,000,000 execution or similar process shall be rendered issued or levied against a substantial part of the property of the Company or any Subsidiary and such judgments judgment, writ, or orders similar process shall continue unsatisfied and unstayed for a period of 30 daysnot be released, if, vacated or fully bonded within sixty (60) days after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occurits issue or levy; then, and in every any such event, event listed in Section 8.01(a) through (k), (1) the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the CommitmentsPurchaser may, by notice to the Borrower terminate Company, declare the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate entire unpaid principal amount of the LoansNotes, by notice all interest accrued and unpaid thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Borrower declare the Loans (together with Notes, all such accrued interest thereon) to be, and the Loans all such amounts shall thereupon become, immediately become and be forthwith due and payable (unless there shall have occurred an Event of Default under subsections 8.01(i) in which case all such amounts shall automatically become due and payable), without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower; provided that Company, and (2) the holders of the Notes may proceed to protect and enforce their respective rights against the Company in the case such manner as they may elect, including without limitation, proceeding to protect and enforce their respective rights by suit in equity (including without limitation a suit for rescission), action at law and/or other appropriate proceeding either for specific performance of any of the Events of Default specified covenant, provision or condition contained or incorporated by reference in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerthis Agreement.

Events of Default. If one or more Each of the following events ("Events shall constitute an “Event of Default") shall have occurred and be continuing” hereunder: (a) the Borrower shall fail The Company fails to pay make any payment when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of under this Note on the applicable due date thereofdate; (b) A receiver is appointed for any material part of the Company’s property, the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make makes a general assignment for the benefit of creditors, or shall fail generally to pay 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 debts as they become due, or shall take any corporate action to authorize any of the foregoingfor its liquidation; (gc) an involuntary case The Company breaches any material obligation to Holder under this Note or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency other Financing Document and does not cure such breach within 20 days after written notice thereof has been given by or other similar law now or hereafter in effect or seeking on behalf of Holder to the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United StatesCompany; (hd) judgments The Company is in default under any Senior Indebtedness and such default is not waived by the holder of such Senior Indebtedness or orders for the payment of money in excess of $300,000,000 shall be rendered against cured by the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day within the applicable grace period, if any, provided in the agreements evidencing such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this AgreementSenior Indebtedness; or (ie) The Company’s Board of Directors or stockholders adopt a Change resolution for the liquidation, dissolution or winding up of Control shall occur; thenthe Company. Upon the occurrence of any Event of Default, all accrued but unpaid expenses, accrued but unpaid interest, all principal and in every such event, the Agent any other amounts outstanding under this Note shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events Event of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrowerunder Section 5(b), without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable in full without presentment, demand, protest further notice or other notice demand by Holder and (ii) in the case of any kindEvent of Default other than under Section 5(b), all become immediately due and payable upon written notice by or on behalf of which are hereby waived by the BorrowerHolder to the Company.

Events of Default. If one or more Each of the following events (shall constitute an "Events Event ----------------- of Default") ," whatever the reason for such event and whether it shall have occurred and be continuingvoluntary or involuntary, or within or without the control of the Company, or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any governmental or nongovernmental body: (a) The Company or Parent defaults in payment of the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interestoutstanding principal, any fees accrued and unpaid interest on this Note or any other amount payments due hereunder when the same become due and payable hereunder within five days in accordance with the terms of the due date thereof;this Note; or (b) The Company or Parent fails to observe, perform or comply with any covenant, condition or agreement to be observed, performed or complied with under this Note, and if such failure can be cured, such failure continues unwaived and uncured for thirty (30) days following the date the Company and Parent receives written notice from Holder of such nonperformance (it being acknowledged that such 30-day cure and notice period shall fail not apply to observe or perform any covenant contained in Sections 5.02(bSection 9(e)(ii), 5.04 or 5.05;); or (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any Any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower Company or the Company in this Agreement or in any certificate delivered pursuant to this Agreement Parent herein shall prove to have been untrue or incorrect in any material respect when made (on or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such accelerationmade; or (fd) the The Company or any Material Subsidiary Guarantor shall (i) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law the Federal bankruptcy laws (as now or hereafter in effect effect), (ii) file a petition seeking to take advantage of any other laws, domestic or seeking foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws, (iv) apply for, or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its propertyassets domestic or foreign, or shall consent (v) admit in writing its inability to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against itpay its debts as they become due, or shall (vi) make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall (vii) take any corporate action to authorize for the purpose of effecting any of the foregoing;; or (ge) an involuntary A case or other proceeding shall be commenced against the Company or any Material Subsidiary Guarantor in any court of competent jurisdiction seeking liquidation, reorganization or other (i) relief with respect to it or its debts under any bankruptcy, insolvency or other similar law the Federal bankruptcy laws (as now or hereafter in effect effect) or seeking under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or (ii) the appointment of a trustee, receiver, liquidatorcustodian, custodian liquidator or other similar official the like, of it the Company or any Guarantor, or of all or any substantial part of its propertythe assets, domestic or foreign, of the Company or any Guarantor and such involuntary case or other proceeding shall remain continue undismissed and or unstayed for a period of 60 sixty (60) calendar days; , or an order for granting the relief shall be entered requested in such case or proceeding against the Company or any Material Subsidiary Guarantor (including, but not limited to, an order for relief under such Federal bankruptcy laws) shall be entered; or (f) The holders of the Senior Debt shall accelerate the Senior Debt or there shall occur an Event of Default under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Senior Credit Agreement; or (ig) a Change The Amended and Restated Guaranty of Control even date herewith (the "Guaranty") executed by the Company's subsidiaries, or the guaranty set forth in Section 7 hereof, in each case executed or given by the Guarantors, shall occurcease, for any reason, to be in full force and effect, or any Guarantor shall so assert or shall disavow liability thereunder; thenor (h) There shall occur an Event of Default or default under any promissory note, and in every such eventguaranty, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitmentssubordination agreement, by notice to the Borrower terminate the Commitments and they shall thereupon terminatereimbursement agreement, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loansstandby purchase agreement, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of document or agreement, in any kind, all of which are hereby waived by the Borrower; such case relating to financing provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the BorrowerRights Offering, without executed by the Company, Parent and/or any of their respective subsidiaries made payable to, in favor of, for the benefit of or together with Holder or any affiliate of Holder. Upon the occurrence of an Event of Default hereunder, Holder may, upon written notice to the Company Company, (i) declare all obligations owing hereunder immediately due and payable and terminate all obligations to make advances hereunder, provided however that upon an Event of Default described in Sections 6(d) or the Borrower or any other act by the Agent or the Banks(e) above, the Commitments all such obligations shall thereupon terminate and the Loans (together with accrued interest thereon) shall automatically become immediately due and payable and terminated, as the case may be, without presentment, demand, protest notice or other notice demand of any kind, (ii) require that the Company deliver to Holder, and the Company shall deliver to Holder, cash collateral in an amount equal to the maximum amount which could be payable under the Letter of Credit, as determined by Xxxxxx, and (iii) pursue its other rights and remedies under this Note, the Guaranty and applicable law. All powers and remedies given by this Section 6 to Holder shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to Holder by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Note, and no delay or omission of Holder to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or an acquiescence therein and every power and remedy given by this Section 6 or by law to Holder may be exercised from time to time, and as often as shall be deemed expedient, by Xxxxxx. In addition to those remedies set forth in this Section 6, if any amount owing under this Note is not paid when due, whether at maturity or by acceleration, interest shall accrue on such amount from the date due until the date paid at the interest rate provided for in Section 1 of this Note. Additionally, the Company promises to pay all costs of which are hereby waived collection and enforcement of this Note and the Guaranty, including without limitation reasonable attorneys' fees and costs, whether or not suit is filed hereon. Such costs and expenses shall include without limitation all costs, reasonable attorneys' fees and expenses incurred by Holder in connection with any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings involving the BorrowerCompany or any Guarantor.

Events of Default. If one An “Event of Default” shall occur if (i) the Maker shall default in the payment of any installment of interest and/or principal on this Note according to its terms, when and as the same shall become due and payable and such default shall continue for a period of 45 days; or (ii) the Maker shall default in the due observance or more performance of any other covenant, condition or agreement on the part of the following events ("Events of Default") shall have occurred and Maker to be continuing: (a) observed or performed pursuant to the Borrower shall fail terms hereof or pursuant to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days the terms of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Purchase Agreement (other than those covered by referred to in clause (ai) of this Section 6(a)), and such default shall continue for 45 days after the earliest of (A) the date the Maker is required to give notice thereof to the Holder (whether or not such notice is actually given) or (bB) above) and does not remedy the failure on or before thirty days after date of written notice thereof has thereof, specifying such default and, if such default is capable of being remedied, requesting that the same be remedied, shall have been given to the Borrower and the Company Maker by the Agent at the request of any Bank;Holder; or (diii) any representation representation, warranty or warranty certification made (orby or on behalf of the Maker in the Purchase Agreement, pursuant to Section 3.02this Note, deemed made) by the Borrower or the Company in this Agreement or in any certificate or other document delivered pursuant to this Agreement hereto or thereto shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; or (fiv) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company Maker, or of a substantial part of its property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any Material Subsidiary shall commence a voluntary case other Federal or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any state bankruptcy, insolvency insolvency, receivership or other similar law now or hereafter in effect or seeking law, (b) the appointment of a receiver, trustee, receivercustodian, liquidatorsequestrator, custodian conservator or other similar official of it for the Maker, or any for a substantial part of its propertyproperty or assets, or (c) the winding up or liquidation of the Maker; and such proceeding or petition shall continue undismissed for 45 days, or an order or decree approving or ordering any of the foregoing shall be entered; or (v) the Maker shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) apply for or consent to any such relief or to the appointment of a receiver, trustee, custodian, sequestrator, conservator or taking possession by similar official for the Maker, or for a substantial part of its property or assets, (c) file an answer admitting the material allegations of a petition filed against it in any such official in an involuntary case or other proceeding commenced against itproceeding, or shall (d) make a general assignment for the benefit of creditors, (e) become unable, admit in writing its inability or shall fail generally to pay its debts as they become due, due or shall (f) take any corporate action to authorize for the purpose of effecting any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Events of Default. If one or more of the following events ("Events of Default") shall have occurred and be continuing: (a) the Borrower shall fail to pay when due any principal of any Loan shall not be paid when due, or shall fail to pay any interest, any fees or any other amount payable hereunder shall not be paid within five days of the due date thereof; (b) the Company or either Borrower shall fail to observe or perform any covenant contained in Sections 5.02(b)5.06 to 5.09, 5.04 or 5.05inclusive; (c) the Company or either Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty for 10 days after written notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation representation, warranty, certification or warranty statement made (or, pursuant to Section 3.02, deemed made) by the Company or either Borrower or the Company in this Agreement or in any certificate certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face or any Subsidiary shall fail to make any payment or payments, in the aggregate in excess of $100,000,000 100,000,000, in principal amount respect of any Material Debt when due or within any applicable grace period; (whether such indebtedness now exists f) any event or condition shall hereafter be created) shall have occurred, occur which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice the maturity of such acceleration; orany Material Debt; (fg) the Company or any Material Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize or otherwise acquiesce in any of the foregoing; (gh) an involuntary case or other proceeding shall be commenced against the Company or any Material Significant Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Significant Subsidiary under the federal bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United Stateseffect; (hi) judgments any member of the ERISA Group shall fail to pay when due an amount or orders amounts aggregating in excess of $100,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $100,000,000; (j) a judgment or order for the payment of money in excess of $300,000,000 100,000,000 shall be rendered against the Company or any Subsidiary and such judgments judgment or orders order shall continue unsatisfied and unstayed for a period of 30 days10 days (it being understood that in any event an administrative order of a public utility commission shall not constitute an "order" for purposes of this clause (j) so long as (x) no one is seeking to enforce such order in an action, if, after suit or proceeding before a court and (y) reserves in the full amount of the cost of such 30-day period, such continuation has a material adverse impact order are maintained on the ability books of the Company and its Subsidiaries); (k) the Borrower, taken together, to perform their Company shall repudiate in writing any of its obligations under this AgreementArticle 9 or any such obligation shall be unenforceable against the Company in accordance with its terms, or the Company shall so assert in writing; or (il) a Change the Merger shall have occurred on terms and conditions which are not substantially the same as those set forth in the Merger Agreement; or the Merger shall have occurred and Qwest Communications International Inc. shall not have assumed the obligations of Control shall occurU S WEST, Inc. under this Agreement; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower Company terminate the Commitments and they shall thereupon terminate, and and/or (ii) if requested by Banks holding Notes evidencing more than 50% of the in aggregate principal amount of the Loans, by notice to the Borrower Company declare the Loans Notes (together with accrued interest thereon) to be, and the Loans Notes shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company and each Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f(g) or 6.01(g(h) above with respect to the Company or the either Borrower, without any notice to the Company or the either Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon automatically terminate and the Loans Notes (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company and each Borrower.

Events of Default. If one or more any of the following events ("Events occur, it is hereby declared to constitute an “Event of Default"”; provided that, in determining whether an Event of Default has occurred under paragraph (a) or (b), no effect shall be given to payments made on the Bonds pursuant to the Bond Insurance Policy: (a) Default in the due and punctual payment of interest on any Bond; (b) Default in the due and punctual payment of the principal of, or premium, if any, on any Bond, whether at the stated maturity thereof, redemption thereof pursuant to Section 4.01, or upon the acceleration thereof; (c) Default in the due and punctual payment of the purchase price of any Bond required to be purchased in accordance with its terms; (d) First Mortgage Bonds shall have been delivered in connection with the Bonds and a “default” as defined in Section 12.01 of the First Mortgage shall have occurred and be continuing: (a) the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof; (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness A trustee, receiver, custodian or similar official or agent shall be appointed for borrowed money of the Company exceeding on or for any substantial part of its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable property and such acceleration trustee or receiver shall not be rescinded or annulled discharged within 10 days of written notice of such acceleration; orsixty (60) days; (f) the The Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against itfederal bankruptcy laws, or shall make a general an assignment for the benefit of creditors, or shall fail generally apply for, consent to pay its debts as they become dueor acquiesce in the appointment of, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidationtaking possession by, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or agent for itself or any substantial part of its property, and such ; (g) The Company shall have an order or decree for relief in an involuntary case under the federal bankruptcy laws entered against it, or a petition seeking reorganization, readjustment, arrangement, composition, or other proceeding similar relief as to it under the federal bankruptcy laws or any similar law for the relief of debtors shall be brought against it and shall be consented to by it or shall remain undismissed and unstayed for a period of 60 sixty (60) days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Events of Default. If one or more The occurrence of any of the following events ("Events shall constitute an “Event of Default") shall have occurred and be continuing: ” hereunder: (a) the Borrower shall fail to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereof; (bi) the Company shall fail to observe pay any installment of interest, principal or perform other sums due under this Note when any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company such payment shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such accelerationpayable; or (fii) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in makes an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors; (iii) any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator or trustee for the Company, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; (iv) any order or decree is rendered by a court adjudicating the Company insolvent, and the order or decree is not vacated within sixty (60) days from the date of entry thereof; (v) the Company files a petition in bankruptcy under the provisions of any Debtor Relief Law; (vi) the Company admits, in writing, its inability to pay its debts as they become due (provided, however, that receipt by the Company of an audit letter from its accountants questioning the viability of the Company as a going concern shall fail generally not, in and of itself, be construed as an admission by the Company of its inability to pay its debts as they become due); (vii) a proceeding or petition in bankruptcy is filed against the Company and such proceeding or petition is not dismissed within ninety (90) days from the date it is filed; (viii) the Company files a petition or answer seeking reorganization or arrangement under any Debtor Relief Law or similar law of any other foreign country; (ix) the Company shall fail to perform, comply with or shall take any corporate action to authorize abide by any of the foregoing; stipulations, agreements, conditions and/or covenants contained in this Note or the Note Conversion Agreement on the part of the Company to be performed complied with or abided by (gother than a payment covered by clause (i) an involuntary case or other proceeding shall be commenced against above), and such failure is not cured within thirty (30) days after written notice of such failure is delivered by Holder to the Company, (x) the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case subsidiaries shall fail to pay any indebtedness (excluding indebtedness evidenced by this Note or other proceeding shall remain undismissed and unstayed for by the Other Notes) having a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money principal amount outstanding in excess of $300,000,000 100,000 (“Materiality Amount”), or any payment of principal, interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall be rendered against continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness or if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such indebtedness provided that such indebtedness in the aggregate exceeds the Materiality Amount (xi) any representation or warranty made by the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control Note or the Note Conversion Agreement shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice prove to the Borrower terminate the Commitments and they shall thereupon terminate, have been false or misleading when made and (iixi) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events Event of Default specified in clause 6.01(f) or 6.01(g) above occurs with respect to any Other Notes then outstanding. “Debtor Relief Law” means the Company Bankruptcy Code of the United States (Title 11), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest United States or other notice applicable jurisdictions from time to time in effect and affecting the rights of any kind, all of which are hereby waived by the Borrowercreditors generally.

Events of Default. If one or more any event of the following events default set forth below ("Events of DefaultEVENT OF DEFAULT") occurs, the entire unpaid principal balance and accrued interest payable hereunder shall have occurred automatically become immediately due and be continuingpayable without presentment, demand or notice of any kind, all of which are hereby expressly waived by the Company: (a) If default shall be made in the Borrower shall fail to pay when due and punctual payment of any principal of any Loan or premium (if any) on, the Note when and as the same shall fail to pay any interestbecome due and payable, any fees whether at maturity or any other amount payable hereunder a date fixed for prepayment or by declaration or otherwise, which default is not cured within five days of the due date thereof;fifteen (15) days; or (b) If default shall be made in the Company due and punctual payment of any interest on the Note when and as such interest shall fail to observe or perform any covenant contained in Sections 5.02(b)become due and payable, 5.04 or 5.05;and such default shall have continued for a period of fifteen (15) days; or (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) If any representation or warranty made (or, pursuant or deemed to Section 3.02, deemed made) be made by the Borrower or on behalf of the Company in this Agreement Agreement, the Note Purchase Agreement, the Note or the Investor Warrants or in any certificate certificate, statement, report or other instrument delivered under or pursuant to this Agreement any term hereof or thereof shall prove to have been untrue or incorrect in any material respect when made as of the date of this Agreement or as of the Closing Date, or if any statement, report, certificate, financial statement or financial schedule or other writing or instrument prepared or purporting to be prepared by the Company or any officer of the Company that is hereafter furnished or delivered in connection with or under or pursuant to or contemplated by this Agreement to Buyer shall prove to be untrue or incorrect in any material respect as of the date it was made, furnished or delivered; or (d) If the validity or deemed made);enforceability of this Agreement, the Note Purchase Agreement, the Note or the Investor Warrants shall be contested by either the Company or any security holder of the Company or any action, suit or proceeding is commenced that alleges or contends that this Agreement, the Note Purchase Agreement, the Note or the Investor Warrants is no longer in full force or effect or is null and void or the Company denies that it has any further liability or obligation under this Agreement, the Note or the Warrant; or (e) an event of default as defined in any evidence of indebtedness If the Company shall (i) file a petition seeking relief for borrowed money itself under Title 11 of the Company exceeding on United States Code, as now constituted or hereafter amended, or file an answer consenting to, admitting the material allegations of, or otherwise not controverting, or fail timely to controvert, a petition filed against it seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or (ii) file such a petition or answer with respect to relief under the provisions of any other now existing or future applicable bankruptcy, insolvency, or other similar law of the United States of America, or State thereof, or of any other country or jurisdiction providing for the reorganization, winding-up or liquidation of corporations or an arrangement, composition, extension or adjustment with its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such accelerationcreditors; or (f) the Company or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or If an order for relief shall be entered against the Company under Title 11 of the United States Code, as now constituted or hereafter amended, which order is not stayed; or upon the entry of an order, judgment or decree by operation of law, or by a court having jurisdiction in the premises which is not stayed, adjudging it a bankrupt or insolvent under, or ordering relief against it under, or approving as properly filed a petition seeking relief against it under, the provisions of any other now existing or future applicable bankruptcy, insolvency or other similar law of the United States of America or any Material State thereof, or of any other country or jurisdiction providing for the reorganization, winding-up or liquidation of corporations or any arrangement, composition, extension or adjustment with creditors, or appointing a receiver, liquidator, assignee, sequestrator, trustee or custodian of the Company or any Subsidiary under or any substantial part of its property, or ordering the bankruptcy reorganization, winding-up or liquidation of its affairs or upon the expiration of thirty (30) days after the filing of any involuntary petition against it seeking any of the relief specified in paragraph (e) or this paragraph (f) without the petition being dismissed prior to that time; or (g) If the Company shall (i) make a general assignment for the benefit of its creditors, (ii) consent to the appointment of or taking possession by a receiver, liquidator, assignee, sequestrator, trustee or custodian of the Company of all or a substantial part of its property, or (iii) admit its insolvency laws or inability to pay its debts generally as now such debts become due, or hereafter in effect in Canada (iv) fail generally to pay its debts as such debts become due, or (v) take any action (or if such action is taken by its directors or stockholders) looking to the United States;dissolution or liquidation of the Company; or (h) judgments or orders If a final judgment for the payment of money in excess of $300,000,000 100,000 shall be rendered by a court of record against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or Company or shall not (i) within 30 days from the date of entry thereof, discharge the same or provide for its discharge in accordance with its terms, or procure a Change stay of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminateexecution thereof, and (ii) if requested by Banks holding more than 50% execution of such judgment shall be stayed, within such period of 30 days or such longer period during which the aggregate principal amount execution of such judgment shall have been stayed, appeal therefrom and cause the Loansexecution thereof to be stayed during such appeal, by notice to or, after the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice expiration of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company such stay or the Borrowerdenial of such appeal, without any notice to forthwith discharge the Company same or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerprovide for its discharge.

Events of Default. If one or more of the The following events ("Events shall each constitute an “Event of Default"”: (i) shall have occurred Customer fails to make any payment as and be continuing: when required in Paragraph 2 hereof, (aii) the Borrower shall fail Customer fails to pay provide margin to CSFB as and when due any principal of any Loan required in Paragraph 3 or shall fail Paragraph 4 hereof or to pay any interest, any fees or perform any other amount payable hereunder within five days of the due date thereof; Obligations as and when required, (b) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (diii) any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement Customer shall prove to have been incorrect or untrue in any material respect when made (or repeated or deemed made); to have been made or repeated, (eiv) an event Customer states that it will not perform any of the Obligations , (v) Customer or any of its affiliates default as defined in the performance of any evidence obligation to any of the CSFB Parties under any agreement now or hereafter entered into, (vi) Customer defaults in the payment of any indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists money, or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice any guaranty of such acceleration; or indebtedness, upon the maturity (fincluding any accelerated maturity) thereof, (vii) Customer applies for, consents to or is the Company subject of an application or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking petition for the appointment of or the taking of possession by a receiver, custodian, trustee, receiver, liquidator, custodian liquidator or other similar official person of it itself or any of all or a substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official admits in an involuntary case or other proceeding commenced against itwriting its inability, or shall make becomes unable, to pay its debts generally as such debts become due, makes a general assignment for the benefit of its creditors, files or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any is the subject of the foregoing; (g) an involuntary case filing or other proceeding shall be commenced against the Company or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment entry of a trustee, receiver, liquidator, custodian petition or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against under Title 11 of the Company U.S. Code or any Material Subsidiary similar law of any jurisdiction regarding reorganization, liquidation, dissolution, insolvency, or relief of debtors or of an application for a protective decree under the bankruptcy Securities Investor Protection Act of 1970, (viii) CSFB believes that it may be unable to apply without delay property that it is holding or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered expects to receive from Customer against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, Obligations to perform their obligations CSFB under this Agreement; or Agreement or in connection with any transactions executed by CSFB on Customer’s behalf or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (iix) if requested by Banks having more than 50% in aggregate amount of the CommitmentsCustomer is an individual, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest Customer dies or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borroweris judicially declared incompetent.

Events of Default. If Any one or more of the following events (shall constitute an "Events Event of Default") shall have occurred and be continuing" as the term is used herein: (a) the Borrower shall fail to pay when due any principal of any Loan or shall fail The Company fails to pay any interestObligation when due and payable, any fees whether at a date for the payment of a fixed installment or any as a contingent or other amount payment becomes due and payable hereunder or as a result of acceleration or otherwise, within five days of after the due date thereof;same becomes due; or (b) Default shall occur in the observance or performance of any nonmonetary covenant or agreement contained herein or in the other Loan Documents that is not remedied within 30 days after notice thereof to the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05;by Lender; or (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) If any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower Company herein or in any Loan Document, or made by the Company in this Agreement any statement or in any certificate delivered furnished by the Company pursuant to this Agreement shall prove to have been hereto, is untrue or incorrect in any material respect when made as of the date of the making thereof or subsequently becomes untrue or incorrect and such inaccuracy is not immediately disclosed to Lender; or (d) The Company fails to duly observe, perform or deemed made);comply with any agreement with any Person or any term or condition of any instrument, if such agreement or instrument is materially significant to such the Company, and such failure is not remedied within the applicable period of grace (if any) provided in such agreement or instrument; or (e) an event The Company fails to pay any portion, when such portion is due, of any of its Indebtedness in excess of $100,000, or breaches or defaults in the performance of any agreement or instrument by which any such Indebtedness is issued, evidences, governed, or secured, and any such failure, breach or default as defined in continues beyond any evidence applicable period of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such accelerationgrace provided therefor; or (f) the The Company becomes insolvent or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidationbankrupt, reorganization or other relief with respect to itself or is generally not paying its debts under any bankruptcy, insolvency as they become due or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in makes an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally the Company causes or suffers an order for relief to pay its debts as they become duebe entered with respect to it under applicable Federal bankruptcy law or applies for or consents to the appointment of a custodian, trustee, liquidator, or shall take any corporate action to authorize any of receiver for the foregoing;Company; or (g) an involuntary case A custodian, trustee, liquidator, or other proceeding shall be commenced receiver is appointed for the Company or for the major part of the property of either and is not discharged within 30 days after such appointment; or (h) Final judgment or final judgments for the payment of money aggregating in excess of $100,000 (except for payments of amounts which are covered by insurance) is or are outstanding against the Company or against any Material Subsidiary seeking liquidationproperty or assets of either and any one of such judgments has remained unpaid, reorganization unvacated, unbonded or other relief with respect to it unstayed by appeal or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed otherwise for a period of 60 days; or an order for relief shall be entered against days from the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment date of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreementits entry; or (i) a Bankruptcy, reorganization, arrangement or insolvency proceedings, or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against the Company and, if instituted against the Company, are consented to or are not dismissed within 60 days after such institution; or (j) Any Change of Control shall occuroccurs; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.or

Events of Default. If one or more Each of the following events ("Events of shall constitute a Default") shall have occurred and be continuing: (a) the Borrower shall fail to pay when due any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise and such failure shall continue unremedied for a period of five (5) days; or (b) Borrower shall fail to pay any interest, interest on any fees Loan or any fee or any other amount payable hereunder within under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days of the due date thereof; (b5) the Company shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05;days; or (c) There shall occur any default by Borrower in any of the Borrower or the Company shall fail to observe or perform any covenant or agreement covenants contained in this Agreement which is not cured within thirty (other than those covered by clause (a30) or (b) above) and does not remedy the failure on or before thirty days after of notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank;such default from Lender; or (d) any Any representation or warranty made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement Loan Document shall prove to have been untrue or incorrect in any material respect when made (or deemed made);; or (e) an event of default as defined in any evidence of indebtedness Borrower shall voluntarily dissolve, liquidate or terminate operations or apply for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or shall hereafter be created) shall have occurred, which results in such indebtedness becoming or being declared due and payable prior consent to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded appointment of, or annulled within 10 days the taking of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence possession by, a voluntary case or other proceeding seeking liquidationreceiver, reorganization or other relief with respect to itself or its debts under any bankruptcycustodian, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiverintervenor, liquidator, custodian liquidator or other similar official of it or any a substantial part of its propertyassets, admit in writing its inability, or shall consent be generally unable, to any such relief or to pay its debts as the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against itdebts become due, or shall make a general assignment for the benefit of its creditors, commence a voluntary case under any bankruptcy, insolvency, receivership or shall fail generally similar law now or hereafter in effect, file a petition seeking to pay its debts as they become duetake advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or shall composition or adjustment of debts, fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under any bankruptcy, insolvency, receivership or similar law now or hereafter in effect, or take any corporate action to authorize for the purpose of effecting any of the foregoing;; or (gf) an An involuntary case or other proceeding shall be commenced against the Company or any Material Subsidiary an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief with in respect to it of Borrower or its debts debts, or of a substantial part of its assets, under any bankruptcy, insolvency insolvency, receivership or other similar law now or hereafter in effect effect, or seeking (ii) the appointment of a receiver, custodian, trustee, receiverintervenor, liquidator, custodian liquidator or other similar official of it for Borrower or any for a substantial part of its propertyassets, and and, in any such involuntary case, such proceeding or petition shall not have been dismissed within sixty (60) days of the commencement or filing, as the case or other proceeding shall remain undismissed and unstayed for a period of 60 daysmay be, thereof; or an order for relief relief, judgment or decree shall be entered against the Company or by any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment court of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occur; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest competent jurisdiction or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of competent authority approving or ordering any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerforegoing actions.

Events of Default. If one or more any of the following events ("“Events of Default"”) shall have occurred occur and be continuing: (a) the Borrower shall fail to pay when due any principal of any Loan when due or shall fail to pay any interest, any fees fee, or any other amount payable hereunder within three Business Days or five days of the due date thereofafter it becomes due, whichever is later; (b) the Company shall fail to observe any representation, warranty, certification or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bank; (d) any representation or warranty statement made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (c) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed (other than clause (a) above) if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Agent or any Lender; (d) the Borrower or any Subsidiary shall fail to make any payment in respect of any Material Financial Obligations when due or within any applicable grace period; (e) an any event of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists or condition shall hereafter be created) shall have occurred, occur which results in such indebtedness becoming the acceleration of the maturity of any Material Debt or being declared due enables (after the lapse of any cure period and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days receipt of written notice any required notices) the holder of such acceleration; orDebt or any Person acting on such holder’s behalf to accelerate the maturity thereof; (f) the Company Borrower or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall take any corporate action to authorize any of the foregoing; provided that no event otherwise constituting an Event of Default under this clause (f) shall be an Event of Default if the total assets of all entities with respect to which an event has occurred which would otherwise have constituted an Event of Default under this clause (f) or clause (g) do not exceed $200,000,000 in the aggregate; (g) an involuntary case or other proceeding shall be commenced against the Company Borrower or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company Borrower or any Material Subsidiary under the federal bankruptcy or insolvency laws as now or hereafter in effect effect; provided that no event otherwise constituting an Event of Default under this clause (g) shall be an Event of Default if the total assets of all entities with respect to which an event has occurred which would otherwise have constituted an Event of Default under clause (f) or this clause (g) do not exceed $200,000,000 in Canada or the United Statesaggregate; (h) any ERISA Affiliate shall fail to pay when due (or in the case of an ERISA Affiliate acquired by the Borrower or a Subsidiary after the due date thereof, within 30 days after such ERISA Affiliate is so acquired) an amount or amounts aggregating in excess of $200,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any ERISA Affiliate, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more ERISA Affiliates to incur a current payment obligation in excess of $200,000,000; (i) final judgments or orders for the payment of money in excess of $300,000,000 200,000,000 in the aggregate (excluding amounts with respect to which a financially sound and reputable insurer has admitted liability as provided below) shall be rendered against the Company Borrower or any Subsidiary and such judgments or orders shall continue unsatisfied and unsatisfied, unbonded, unvacated or unstayed for a period of 30 60 consecutive days; provided, ifhowever, after that any such 30-day period, judgment or order shall not be an Event of Default under this Section 6.01(i) if and for so long as and to the extent that (i) the amount of such continuation has judgment or order is covered (subject to deductibles) by a material adverse impact on valid and binding policy of insurance between the ability of the Company defendant and the Borrowerinsurer or insurers covering payment thereof, taken together(ii) such insurer shall be rated, to perform their obligations under this Agreementor, if more than one insurer, at least 90% of such insurers as measured by the amount of risk insured shall be rated, at least “A-” by A.M. Best Company or its successor or successors, and (iii) such insurer(s) has been notified of, and has not refused the claim made for payment of, the amount of such judgment or order; or (j) either (i) any person or group of persons (within the meaning of Section 13 or 14 of the Exchange Act) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under said Act) of 35% or more of the outstanding shares of Voting Stock of the Borrower; or (ii) during any period of 12 consecutive calendar months, commencing before or after the date of this Agreement, individuals who were directors of the Borrower on the first day of such period (the “Initial Directors”) shall cease for any reason to constitute a Change majority of Control shall occurthe board of directors of the Borrower unless the Persons replacing such individuals were nominated or elected by a majority of the directors (x) who were Initial Directors at the time of such nomination or election and/or (y) who were nominated or elected, or whose election or nomination for election to the board of directors of the Borrower was approved, by a majority of directors who were Initial Directors at the time of such nomination or election; then, and in every any such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount shall at the request, or may with the consent, of the CommitmentsRequired Lenders, by notice to the Borrower terminate Borrower, declare the Commitments and they obligation of each Lender to make Loans to be terminated, whereupon the same shall thereupon forthwith terminate, and (ii) if requested by Banks holding more than 50% shall at the request, or may with the consent, of the aggregate principal amount of the LoansRequired Lenders, by notice to the Borrower Borrower, declare the Loans (together with accrued Loans, all interest thereon) thereon and all other amounts payable under this Agreement to be, and the Loans shall thereupon become, immediately be forthwith due and payable payable, whereupon the Loans, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower; provided provided, however, that in the case of any of the Events of Default specified in clause 6.01(f(f) or 6.01(g(g) above with respect to the Company or Borrower, (A) the Borrowerobligation of each Lender to make Loans shall be automatically terminated and (B) the Loans, all such interest and all such amount shall automatically, without any notice to the Company or the Borrower or any other act by the Agent or the Banksany Lender, the Commitments shall thereupon terminate become and the Loans (together with accrued interest thereon) shall become immediately be due and payable payable, without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower.

Events of Default. If one or more The occurrence of any of the following events ("Events shall constitute an Event of Default") shall have occurred and be continuingDefault hereunder: (a) Default in the Borrower shall fail to pay when due any payment of the principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days interest on the indebtedness evidenced by the Convertible Note in accordance with the terms of the due date thereofConvertible Note; (b) A default or event of default shall occur in respect of any of the other Convertible Notes or any other indebtedness of the Company that exceeds, in the aggregate, $75,000 and, if subject to a cure right, such default or event of default shall fail to observe or perform any covenant contained in Sections 5.02(b), 5.04 or 5.05not be cured within the applicable cure period; (c) the Borrower The Company shall be liquidated, dissolved, partitioned or terminated, or the Company charter thereof shall fail to observe expire or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request of any Bankbe revoked; (d) The Company (i) shall generally not pay or shall be unable to pay its debts as such debts become due, or (ii) shall make an assignment for the benefit of creditors or petition or apply to any representation tribunal for the appointment of a custodian, receiver or warranty made trustee for it or a substantial part of its assets, or (oriii) shall commence any proceeding under any bankruptcy, pursuant to Section 3.02reorganization, deemed madearrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or (iv) shall have had any such petition or application filed or any such proceeding commenced against it that is not dismissed within thirty (30) days, or (v) shall indicate, by the Borrower any act or intentional and purposeful omission, its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the Company in this Agreement appointment of a custodian, receiver or in trustee for it or a substantial part of its assets, or (vi) shall suffer any certificate delivered pursuant such custodianship, receivership or trusteeship to this Agreement shall prove to have been incorrect in any material respect when made continue undischarged for a period of thirty (30) days or deemed made)more; (e) an event of default as defined in any evidence of indebtedness for borrowed money Failure of the Company exceeding to perform any of its obligations, covenants or agreements under this Agreement or any of the other Transaction Documents (other than the payment of the principal of or interest on its face $100,000,000 in principal amount (whether such the indebtedness now exists or shall hereafter be created) shall have occurredevidenced by the Convertible Note, which results in such indebtedness becoming or being declared due shall be subject to SUBSECTION 6.1(a) above and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; orthis SUBSECTION (e)); (f) the Company A default or any Material Subsidiary event of default shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts occur under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoingother Transaction Documents or under the Prior Transaction Documents and, if subject to a cure right, such default or event of default shall not be cured within the applicable cure period; (g) an involuntary case or other proceeding shall be commenced against The Purchaser's inability to convert the Convertible Note into Conversion Shares upon written notice to the Company or any Material Subsidiary seeking liquidationas provided for herein due to the Company's failure to comply with (and not due to the holder's failure to meet all applicable investor suitability requirements of) the then-applicable requirements of all federal, reorganization or other relief state and local securities laws and regulatory agencies charged with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency enforcing securities laws as now or hereafter provided for in effect in Canada or the United StatesSECTION 2.4 of this Agreement; (h) judgments The Company shall fail to provide the Agent with a copy of a signed letter of intent with an investor who is, and on terms and conditions that are, reasonably satisfactory to the Agent, dated no later than February 28, 2002, pursuant to which such investor agrees to acquire equity in the Company in consideration for an investment of at least three million dollars ($3,000,000) (the "EQUITY INVESTMENT"); (i) The Equity Investment shall fail to fund by April 15, 2002; (j) A default or orders for event of default shall occur in respect of any agreement of the Company that requires the payment by the Company of money an amount in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement75,000; or (ik) Either of the Company's agreements with Consumer Empowerment B.V. (better known as "Kazaa") or StreamCast Networks, Inc. (better known as "Morpheus") shall be terminated or amended in such a Change way as to result in a Material Adverse Effect. With respect to any Event of Control shall occur; thenDefault described above in SUBSECTIONS 6.1(e), (f) and in every such event(j) that is capable of being cured and that does not already provide its own cure procedure (a "CURABLE DEFAULT"), the Agent occurrence of such Curable Default shall (i) not constitute an Event of Default hereunder if requested by Banks having more than 50% in aggregate amount of the Commitments, by Company provides notice to the Borrower terminate Purchaser of such Curable Default in accordance with the Commitments and they shall thereupon terminate, and provisions hereof within three (ii3) if requested by Banks holding more than 50% business days of the aggregate principal amount Company learning of such default and such Curable Default is fully cured and/or corrected within fifteen (15) days of the Loans, by Company's notice thereof to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Agent or the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerPurchaser.

Events of Default. 5.1 If any one or more of the following events ("“Events of Default"”) shall have occurred for any reason and shall be continuingcontinuing at the time of any notice thereof from any holder of a Note: (1) Default shall be made in the payment of any installment of interest upon any of the Notes as and when the same shall become due and payable, whether by reason of the provisions of Section 4 hereof or for any other reason and such default shall continue for a period of five days; (2) Default shall be made in the payment of the principal of any of the Notes (including any prepayment), as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise, whether by reason of the provisions of Section 4 hereof or for any other reason; (3) Default shall be made in the due observance and performance of any covenant, agreement or condition in the Notes and such default shall continue for a period of thirty days after written notice thereof to the Company by the holder of any Note; (4) The Company shall: (a) the Borrower shall fail Admit in writing its inability to pay when due any principal of any Loan or shall fail to pay any interest, any fees or any other amount payable hereunder within five days of the due date thereofits debts generally as they become due; (b) the Company shall fail File a petition in bankruptcy or a petition to observe or perform take advantage of any covenant contained in Sections 5.02(b), 5.04 or 5.05insolvency act; (c) Make an assignment for the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty days after notice thereof has been given to the Borrower and the Company by the Agent at the request benefit of any Bankits creditors; (d) Consent to the appointment of a receiver of itself or of the whole or any representation or warranty made (substantial part of its property; or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) On a petition in bankruptcy filed against it, be adjudicated a bankrupt; (5) The Company or any Subsidiary shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statue of the United States of America or any state or district or territory thereof; (6) A court of competent jurisdiction shall enter an event of default as defined in any evidence of indebtedness for borrowed money order, judgment or decree appointing, without the consent of the Company exceeding on its face $100,000,000 in principal amount (whether or such indebtedness now exists or shall hereafter be created) shall have occurredSubsidiary, which results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days a receiver of written notice of such acceleration; or (f) the Company or any Material Subsidiary shall commence a voluntary case of its Subsidiaries or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking of the appointment of a trustee, receiver, liquidator, custodian or other similar official of it whole or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make approving a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced petition filed against the Company or any Material Subsidiary of its Subsidiaries seeking liquidation, reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state or district or territory thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within sixty days from the date of the entry thereof; or (7) Under the provisions of any other law for the relief with respect to it or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Company or any of its debts under any bankruptcy, insolvency Subsidiaries or other similar law now or hereafter in effect or seeking of the appointment of a trustee, receiver, liquidator, custodian or other similar official of it whole or any substantial part of its property, and such involuntary case custody or other proceeding control shall remain undismissed and unstayed for a period not be terminated or stayed within sixty days from the date of 60 days; assumption of such custody or an order for relief shall be entered against the Company or any Material Subsidiary under the bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United States; (h) judgments or orders for the payment of money in excess of $300,000,000 shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (i) a Change of Control shall occurcontrol; then, and in every such event, the Agent shall (i) if requested by Banks having more than 50% in aggregate amount holder of the Commitmentsthis Note, by notice in writing to the Borrower terminate the Commitments and they shall thereupon terminatecompany, and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the Loans, by notice to the Borrower may declare the Loans (together with accrued interest thereon) this Note to be, and the Loans this Note shall thereupon become, immediately due and payable without presentment, demand, protest or other notice further demand of any kind, all of which are hereby waived by expressly waived. 5.2 If any event shall occur that constitutes, or after continuance for a specified period would constitute, an Event of Default under this Section 5, or if the Borrower; provided that in holder of any Note shall demand payment or take any other action permitted upon the occurrence of any such event, the company will at once give notice to all holders of Notes, specifying the nature of such event or of such demand or action, as the case of may be. 5.3 In case any of one or more the Events of Default specified above in clause 6.01(f) this Section 5 shall have happened and be continuing, the holder of this Note may proceed to protect and enforce its rights either by suit in equity and/or by action at law, or 6.01(g) above with respect by other appropriate proceeding, whether for the specific performance (to the Company extent permitted by law) of any covenant or agreement contained in this Note or in aid of the Borrowerexercise of any power granted in this Note, without any notice or proceed to enforce the Company payment of this Note or the Borrower or to enforce any other act by legal or equitable right of the Agent or holder of this Note. 5.4 No remedy herein conferred on the Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice holder hereof is intended to be exclusive of any kind, all of which are hereby waived other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by the Borrowerstatute or otherwise.

Events of Default. If one or more of the following events ("“Events of Default"”) shall have occurred and be continuing: (a) the Borrower shall fail to pay when due any principal of any Loan Loan, or shall fail to pay within three days of the date when due any interest, any fees or any other amount amounts payable hereunder within five days of the due date thereofunder this Agreement; (b) the Company Borrower shall fail to observe or perform any covenant contained in Sections 5.02(b)5.07 to 5.09, 5.04 or 5.05inclusive; (c) the Borrower or the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) and does not remedy the failure on or before thirty for 20 days after written notice thereof has been given to the Borrower and the Company by the Administrative Agent at the request of any Bank; (d) any representation representation, warranty, certification or warranty statement made (or, pursuant to Section 3.02, deemed made) by the Borrower or the Company in this Agreement or in any certificate certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) an event the Borrower shall fail to make any payment in respect of default as defined in any evidence of indebtedness for borrowed money of the Company exceeding on its face $100,000,000 in principal amount (whether such indebtedness now exists Material Debt or shall hereafter be created) shall have occurred, which results in such indebtedness becoming Material Hedge Agreement when due or being declared due and payable prior to the date on which it would otherwise become due and payable and such acceleration shall not be rescinded or annulled within 10 days of written notice of such acceleration; orany applicable grace period; (f) any event or condition shall occur which (i) results in the Company acceleration of the maturity of any Material Debt of the Borrower or the early termination of a Material Hedge Agreement of the Borrower by the Borrower’s counterparty; or (ii) results in the termination of any commitment to provide financing in an amount in excess of $50,000,000 to the Borrower; (g) the Borrower or any Material Subsidiary Significant AES Entity shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (gh) an involuntary case or other proceeding shall be commenced against the Company Borrower or any Material Subsidiary Significant AES Entity seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company Borrower or any Material Subsidiary Significant AES Entity under the federal bankruptcy or insolvency laws as now or hereafter in effect in Canada or the United Stateseffect; (hi) judgments any member of the ERISA Group shall fail to pay when due an amount or orders amounts aggregating in excess of $15,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $15,000,000; (j) a judgment or order for the payment of money in excess of $300,000,000 25,000,000 shall be rendered against the Company or any Subsidiary Borrower and such judgments judgment or orders order shall continue unsatisfied and unstayed for a period of 30 10 days, if, after such 30-day period, such continuation has a material adverse impact on the ability of the Company and the Borrower, taken together, to perform their obligations under this Agreement; or (ik) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) other than a Change member of Control the AES Management Group shall occurhave acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 32.5% or more of the outstanding shares of common stock of the Borrower; during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period (or who were appointed or nominated for election as directors of the Borrower by at least a majority of the individuals who were directors on the first day of such period) shall cease to constitute a majority of the board of directors of the Borrower, then, and in every such event, the Administrative Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the CommitmentsRequired Banks, by notice to the Borrower terminate the Commitments Funding Amounts and they shall thereupon terminate, terminate and (ii) if requested by Banks holding more than 50% of the aggregate principal amount of the LoansRequired Banks, by notice to the Borrower declare the Loans (together with accrued Notes, all interest thereon) to be, and all other amounts payable under this Agreement and the Loans Notes, all such interest thereon and all such other amounts shall thereupon become, become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause 6.01(f) or 6.01(g) above with respect to the Company or the BorrowerAutomatic Acceleration Event, without any notice to the Company or the Borrower or any other act by the Administrative Agent or the Banks, the Commitments Funding Amounts shall thereupon terminate and the Loans (together with accrued Notes, all interest thereon) , and all other amounts payable under this Agreement shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.