Common use of Events of Default Remedies Clause in Contracts

Events of Default Remedies. Should any of the following events occur (any such event being referred to as an "Event of Default"): (i) Default by Borrower in the payment of any obligation of Borrower under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loan Documents, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; (vi) Borrower shall default in the payment when due (whether at stated maturity, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 days; or (xii) any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THEN, in any such event, Bank may, at its option and without demand first made and without notice to Borrower, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; (b) declare all obligations of Borrower to Bank under this Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all or any of its rights under any of the Loan Documents or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiency.

Events of Default Remedies. Should any of the The following events occur (any such event being referred to as shall each constitute an "Event of Default"): " hereunder: (ia) Default by Borrower in the Debtor shall fail to pay any Obligation within 5 Business Days after Debtor's receipt of notice that timely payment of any obligation of Borrower under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loan Documents, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; (vi) Borrower shall default in the payment when due has not been received (whether at the stated maturity, by acceleration or otherwise); (b) any representation or warranty made by Debtor in this Agreement or in any document, certificate or financial or other statement now or hereafter furnished by Debtor in connection with this Agreement or any Loan shall at any time prove to be untrue or misleading in any material respect as of the time when made; (c) Debtor shall fail to observe any covenant, condition or agreement contained in Sections 5.A(11) or 5.B hereof or in paragraph 4(b) of $100,000 or more of any Indebtedness for Borrowed MoneyRider A; (viid) Borrower Debtor shall fail to observe or perform any other covenant or condition contained in this Agreement, and such failure shall continue unremedied for a period of 30 days after the earlier of the date on which Debtor obtains knowledge of such failure or the date on which notice thereof shall be given by CIT to Debtor; (e) Debtor or any affiliate of Debtor shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodianpayment of, or liquidator of all other performance under, any obligation for payment or lease (whether or not capitalized) or any material part guarantee (i) to CIT, any affiliate of its CIT or his property; (xi) Borrower shall have commenced against itto Debtor's main bank, beyond the period of grace, if any, provided with respect thereto, or shall voluntarily commence, (ii) to any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in Person beyond the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 daysgrace, if any, provided with respect thereto, where such obligation or amount guaranteed is in excess of $1,000,000.00; or (xiif) a complaint in bankruptcy or for arrangement or reorganization or for relief under any other event insolvency law is filed by or circumstance against Debtor (and when filed against Debtor is in effect for 60 days) or Debtor admits its inability to pay its debts as they mature. If an Event of Default shall occur or arise which has had a Materially Adverse Effect; THENoccur, in any such event, Bank CIT may, at its option and without demand first made and without by notice of default given to BorrowerDebtor, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; the Commitment and/or (b) declare the Notes to be due and payable, whereupon the principal amount of the Notes, together with accrued interest thereon and all obligations of Borrower to Bank other amounts owing under this Agreement and the other Loan Documents Notes, shall become immediately due and payable; payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived (and in the case of any Event of Default specified in clause (cf) proceed of the above paragraph, such acceleration of the Notes shall be automatic, without any notice by CIT). In addition, if an Event of Default shall occur and be continuing, CIT may exercise all other rights and remedies available to enforce all or any of its rights it, whether under this Agreement, under any of other instrument or agreement securing, evidencing or relating to the Loan Documents Obligations, under the Code, or otherwise available at law or in equity. In Without limiting the event Bank sells generality of the foregoing, Debtor agrees that in any such event, CIT, without demand of performance or disposes other demand, advertisement or notice of any Collateral kind (except the notice specified below of time and place of public or private sale) to or upon Debtor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived), may forthwith do any one or more of the following: collect, receive, appropriate and realize upon the exercise Collateral or any part thereof, and sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver, the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales at such places and at such prices as it may deem best, for cash or on credit or for future delivery without the assumption of any credit risk. CIT shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of Debtor, which right or equity is hereby expressly released. Debtor further agrees, at CIT's request, to assemble (at Debtor's expense) the Collateral and make it available to CIT at such places which CIT shall select, whether at Debtor's premises or elsewhere. CIT shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale (after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of CIT hereunder, including reasonable attorney's fees and legal expenses) to the payment in whole or remediesin part of the Obligations, in such order as CIT may elect. Debtor agrees that CIT need not give more than 10 days' notice of the time and place of any public sale or of the time after which a sufficient sum private sale may take place and that such notice is not realized from reasonable notification of such matters. Debtor shall be liable for any such deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all obligations amounts to which CIT is entitled. Debtor agrees to pay all costs of Borrower CIT, including reasonable attorneys' fees, incurred with respect to Bank under this Agreement, collection of any of the other Loan Documents Obligations and enforcement of any of CIT's rights hereunder. To the extent permitted by law, Debtor hereby waives presentment, demand, protest or otherwise, Borrower shall be liable to Bank for any deficiencynotice (except as expressly provided in this Section 6) of any kind in connection with this Agreement or any Collateral.

Events of Default Remedies. Should All Obligations under this Agreement and the Note shall, at the option of the Lender, become due and payable without notice or demand, upon the happening of any one of the following specified events occur (any such event being referred to as each a “Default,” and the occurrence of such, an "“Event of Default"): ”) by or with respect to Obligor (ithe “Accelerated Obligations”) and the Accelerated Obligations shall bear interest at the Default by Borrower in the payment of Rate: (a) failure to pay any obligation of Borrower under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower amount as set forth in any of this Agreement and/or the Loan DocumentsNote; (b) failure or omission to perform, keep, or in observe any certificateother term, instrument or statement delivered to Bank pursuant to any Loan Documentsprovision, shall be untrue or incorrect in any material respect when made; (vi) Borrower shall default in the payment when due (whether at stated maturity, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any termcondition, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Moneythis Agreement and/or under the Note, and such default shall permit the holders is not cured within ten (10) days after written notice of such Indebtedness for Borrower Money default from the Lender pursuant to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000Section 12; provided, however, with respect to failure to maintain the Manufacturing Facility Equipment pursuant Section 7(j), such period shall be [***] days; (viiic) a material breach by the Obligor of the Purchase Agreement not cured within any Change of Control shall occurapplicable cure period, whether having occurred on or after the effective date thereof; (ixd) Borrower shall become insolvent a material breach by the Obligor of the Equity Investment Agreements, as defined in the Purchase Agreement, not cured within any applicable cure period, whether having occurred on or make an after the effective date thereof; (e) the making of a general assignment for the benefit of creditors; (xf) Borrower shall apply the filing of any petition or the commencement of any proceeding for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, relief under any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws laws, or any dissolutionlaws relating to the relief of debtors; (g) suspension of the transaction of the Obligor’s usual business; or (9) a material breach by the Obligor of the Sublease not cured within any applicable cure period, winding up whether having occurred on or liquidation proceedingafter the effective date thereof, whichor cancellation, for whatever reason, of the Sublease. If an Event of Default shall occur and be continuing, the Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the case Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Lender, without demand of performance or other demand, presentment, protest, or notice of any kind (except any notice required by law referred to below) to or upon the Obligor or any other person or entity (all and each of which are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity or redemption in the Obligor, which right or equity is hereby waived or released. The Obligor further agrees, if an Event of Default shall have occurred and be continuing, at the Lender’s request, to assemble the Collateral and make it available to the Lender at places which the Lender shall reasonably select, whether at the Obligor’s premises or elsewhere. The Lender shall apply the net proceeds of any such involuntary proceedingcollection, shall have been consented recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to by Borrower, as applicable, shall have resulted in entry the care or safekeeping of an order for relief against Borrower, as applicable, any of the Collateral or shall have remained undismissed, undischarged or unbonded for a period of more than 60 days; or (xii) any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THEN, in any such event, Bank may, at its option and without demand first made and without notice way relating to Borrower, do any one the Collateral or more the rights of the following: (a) terminate its obligation to make loans (Lender hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the payment in whole or in part of the Obligations, in such order as the Lender may elect, and only after such application and after the payment by the Lender of any Revolving Loans or Equipment Loans) other amount required by any provision of law, including, without limitation, Section 9-615 of the Code, shall the Lender be required to Borrower; (b) declare account for the surplus, if any, to the Obligor. To the extent permitted by applicable law, the Obligor waives all obligations claims, damages and demands it may acquire against the Lender arising out of Borrower to Bank under this Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all or exercise by the Lender of any of its rights under hereunder, provided that such release shall not apply to any claim, damage or demand resulting directly from the gross negligence, actual willful misconduct or bad faith of the Loan Documents Lender. If any notice of a proposed sale or available other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remedies, and a sufficient sum is not realized from any least [***] days before such sale or other disposition. The Obligor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all obligations the Obligations and the fees and disbursements of Borrower any attorneys employed by the Lender to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any collect such deficiency.

Events of Default Remedies. Should any of the following events occur (any such event being referred to as a) It shall be an "Event of Default"): " hereunder if (i) Default by Borrower in the Sublessee fails to make any payment of any obligation of Borrower under this Agreement Basic Monthly Rent or any of the other Loan Documents; Additional Rent when due or (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of Sublessee breaches any of the agreementsits covenants, promises obligations or covenants of Borrower under any of the Loan Documents, undertakings hereunder (other than any such agreements, promises or covenants as described in clause (i) )), or (iiiii) aboveSublessee breaches any of its covenants, which default shall continue unremedied obligations or undertakings under the Dealer Agreement or any other agreement, instrument, note or other document executed by Sublessee and delivered to Sublessor from time to time, and in any such event, such breach continues beyond any applicable grace or cure period specified in the Dealer Agreement or such other agreement, instrument, note or other document, or the Dealer Agreement is terminated for ten any reason whatsoever, or more days; (iv) Sublessee shall be dissolved or shall become unable to pay its debts as they become due, or shall make a general assignment for the benefit of creditors or shall file any voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent or shall file any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief, under any applicable law, statute, ordinance, order, decree, rule or regulation, or shall file an answer admitting or shall fail to deny the material allegation of a petition against it for any such relief; or (v) any proceeding against Sublessee of the type referred to in clause (iv) seeking any such relief shall be commenced, or (vi) a trustee, receiver, or liquidator of Sublessee of all or any substantial part of its properties or assets shall be appointed with or without the consent or acquiescence of Sublessee, or (vii) any default or event of default by Borrower occurs under any Ancillary Document; the Xxxxxxxxx as a result of Sublessee's act or omission (v) any material representation or warranty of Borrower set forth in other than any of the Loan Documents, occurrences or events enumerated in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; clauses (i) through (vi) Borrower shall default in the payment when due (whether at stated maturity, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 days; or (xii) any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THEN, in any such event, Bank may, at its option and without demand first made and without notice to Borrower, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; (b) declare all obligations of Borrower to Bank under this Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all or any of its rights under any of the Loan Documents or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiencyparagraph 6(a).

Events of Default Remedies. Should any of the following events occur (any such event being referred to as an "Event of Default"): (i) Default default by Borrower any Principal Company in the payment when due of any obligation of Borrower such Principal Company under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iiiSECTION 10(a)(i), 10(a)(ii), 10(a)(iii), 10(a)(iv), 10(a)(vi) or (vi) or 12.b10(b); (iii) default by Borrower any Principal Company in the due performance or observance of any of the agreements, promises or covenants of Borrower such Principal Company under any of the Loan DocumentsDocuments or any Warrant, other than than, with respect to Borrower, any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more daysdays after notice from Bank to Borrower; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower any Principal Company set forth in any of the Loan DocumentsDocuments or any Warrant, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan DocumentsDocument or any Warrant, shall be untrue or incorrect in any material respect when made; (v) default by any Principal Company or any other party of any of its material obligations or agreements under any Ancillary Document, which default continues unremedied for ten or more days after notice from Bank to Borrower; (vi) Borrower any Principal Company shall default in the payment when due (whether at stated maturity, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower , or any Principal Company shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Borrowed Money to declare immediately due and payable or to otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viiivii) any Change of Control shall occur; (viii) Borrower shall have failed to complete a Qualified Financing on terms reasonably satisfactory to Bank on or prior to March 15, 1998; (ix) Borrower any Principal Company shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower any Principal Company shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; (xi) Borrower any Principal Company shall have commenced against it, or shall voluntarily commence, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicablesuch Principal Company, shall have resulted in entry of an order for relief against Borrower, as applicablesuch Principal Company, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 days; or (xii) any other event or circumstance shall occur or arise which which, in the reasonable judgment of Bank, has had or is reasonably likely to have a Materially Adverse Effect; THENthen, in any such event, Bank may, at its option and without demand first made and without notice to Borrowerany Principal Company, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrowerthe Commitment; (b) declare all obligations of Borrower the Principal Companies to Bank under this Agreement, the Guaranty Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all or any of its rights under any of the Loan Documents or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remediesCollateral, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower the Principal Companies to Bank under this Agreement, the Guaranty Agreement, any of the other Loan Documents or otherwise, Borrower each of the Principal Companies shall be liable to Bank for any deficiency. In addition, in the event of the occurrence of any Event of Default under CLAUSE (viii) above, Borrower will issue to Bank (x) on and as of March 15, 1997, a Warrant entitling the Bank to purchase 80,000 shares of Borrower's Common Stock (as proportionately adjusted for any stock splits, split-ups, stock dividends or other recapitalizations or other similar transactions effecting Borrower's Common Stock), at a purchase price per share calculated in the same manner as the initial Warrant hereunder (but as of March 15, 1998), and (y) on the last day of each calendar month thereafter (commencing March 31, 1998) on which such Event of Default is continuing, a Warrant entitling Bank to purchase 10,000 shares of Borrower's Common Stock (as proportionately adjusted for any stock splits, split-ups, stock dividends or other recapitalizations or other similar transactions affecting Borrower's Common Stock), at a purchase price per share calculated in the same manner as the initial Warrant hereunder (but as of the date of issuance of such additional Warrants). Each of the additional Warrants will be in substantially the form of the initial Warrant issued hereunder.

Events of Default Remedies. Should any Any one or more of the following events occur (any such event being referred to as an shall constitute a "Maintenance Event of Default"): (i) Default by Borrower in the payment of any obligation of Borrower " under this Agreement or Agreement: (a) if the Investor shall fail to pay, when and as due, any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any Required Capital Contribution and such agreements, promises or covenants described in clause (i) or (ii) above, which default failure shall continue unremedied for ten or more five (5) days; (ivb) if the Investor shall fail to perform any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any other of the Loan DocumentsInvestor's obligations in this Agreement, or in and such failure shall continue for fifteen (15) days, (c) if any certificate, instrument warranty or statement delivered to Bank pursuant to any Loan Documents, shall be made or information provided by the Investor in connection with this Agreement is untrue or incorrect misleading in any material respect when on the date made; (vid) Borrower shall default in the payment when due (whether if Investor shall, at stated maturityany time, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money fail to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money have committed capital in an aggregate minimum amount exceeding equal to $100,0005,000,000 less the sum of all Required Capital Contributions (if any) actually made by the Investor during the term of this Agreement, as determined based on the most recent information made available by the Investor to the Agent pursuant to Section 20 below; or (viiie) any Change of Control shall occur; (ix) Borrower the Investor shall become insolvent or generally fail to pay, or admit in writing its inability to pay, its debts as they mature or apply for or consent to the appointment of a trustee or other custodian for its properties, or make an a general assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, any bankruptcy, reorganization reorganization, debt arrangement or other similar proceeding under any bankruptcy or insolvency laws law, is instituted by or any dissolution, winding up or liquidation proceeding, which, in against the case Investor. Upon the occurrence of any such involuntary proceedingMaintenance Event of Default hereunder, shall have been consented to by Borrowerthe Agent, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 days; or (xii) any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THEN, in any such event, Bank may, at its option itself and without demand first made and without notice to Borrower, do any one or more on behalf of the following: (a) terminate Lenders, may exercise any of its obligation to make loans rights and remedies available at law or in equity (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; (b) declare all obligations of Borrower to Bank under this Agreement the rights and remedies described in Section 4 above). The Investor and the other Loan Documents immediately due Borrowers each expressly acknowledge and payable; and (c) proceed to enforce all or any of its rights under any of agree that the Loan Documents or available at law or in equity. In the event Bank sells or disposes occurrence of any Collateral upon Maintenance Event of Default hereunder shall constitute an "Event of Default" (as defined therein) under the exercise of any such rights or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Financing Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiency.

Events of Default Remedies. Should (a) The occurrence of any of the following events occur shall constitute and be an event of default (any such event being referred to as an "Event of Default"): (i1) Default by Borrower in Lessee fails to pay any installment of principal or interest, or any other payment due and owing, under the payment of any obligation of Borrower under Promissory Note or this Agreement or any of within ten (10) days after the other Loan Documentssame shall have become due; (ii2) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loan Documents, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; (vi) Borrower shall default in the payment when due (whether at stated maturity, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become Lessee becomes insolvent or make makes an assignment for the benefit of its creditors; (x3) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a receiver, trustee, receiver, custodian, conservator or liquidator of Lessee or of all or any material a substantial part of its Lessee's assets is appointed with or his propertywithout the application or consent of Lessee; (xi4) Borrower shall have commenced a petition is filed by or against it, or shall voluntarily commence, Lessee under any bankruptcy, reorganization insolvency or similar legislation, and, if against, the proceeding shall continue undismissed, or the order, judgment or decree ordering the proceeding shall continue unstayed, for thirty (30) or more days; (5) Lessee violates or fails to perform any provision of either this Agreement, the Promissory Note, the Lease or any other loan, lease or credit agreement or any acquisition or purchase agreement with Lessor or any other party (a default under which third party agreement would materially and adversely effect Lessee), and such failure shall continue unremedied for 30 days after notice from Lessor to Lessee, specifying the failure and demanding the same to be remedied; (6) Lessee violates or fails to perform any covenant or representation made by Lessee in this Agreement or the Promissory Note, and such violation or failure shall continue unremedied for 30 days after notice from Lessor to Lessee, specifying the violation or failure and demanding the same to be remedied; (7) any representation or warranty made in this Agreement, the Promissory Note, the Lease, certificate, financial statement or other similar proceeding statement furnished to Lessor shall prove to be false or misleading in any material respect as of the date on which the same was made; (8) an event of default has occurred and is continuing under bankruptcy the Promissory Note; (9) an additional lien attaches to the Equipment; or insolvency laws 10) Lessee makes a bulk transfer of furniture, furnishings, fixtures or any dissolution, winding up other equipment or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 daysinventory; or (xii11) any other event or circumstance shall occur or arise which has had there is a Materially Adverse Effect; THEN, material adverse change in any such event, Bank may, at its option and without demand first made and without notice to Borrower, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; (b) declare all obligations of Borrower to Bank under this Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all Lessee's or any Guarantor's financial condition since the dated of its rights under any of the Loan Documents or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiency.

Events of Default Remedies. Should If any of the following events occur (any such event being referred to as an "Event of Default"): (i“Events ofDefault”) Default by Borrower shall occur:(a) default shall be made in the payment of any obligation principal of Borrower under this Agreement any Loan when and as the sameshall become due and payable, whether at the due date thereof or at a date fixed for prepaymentthereof or by acceleration thereof or otherwise;(b) default shall be made in the payment of any interest on any Loan or any of the other Loan Documents; fee or any otheramount (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described an amount referred to in clause (ia) of this Section) payable under thisAgreement or (ii) aboveany other Loan Document, which default when and as the same shall become due and payable,and such failure shall continue unremedied for ten or more days; (iva period of five Business Days;(c) any default representation, warranty or event of default by Borrower under any Ancillary Document; (v) any material representation statement made or warranty of Borrower set forth deemed made in any of the Loan Documents, Documentor any amendment or in any certificate, instrument modification thereof or statement delivered waiver thereunder shall prove to Bank pursuant to any Loan Documents, shall be untrue or incorrect have beenincorrect in any material respect when made; made or deemed made and, solely to the extent suchrepresentation, warranty or statement is capable of being corrected or cured, shall remainincorrect for 30 days after the earlier of (vix) the Borrower’s knowledge of such default and (y)receipt by the Borrower of written notice thereof from the Administrative Agent;(d) the Borrower or any Guarantor shall default fail to observe or perform any covenant, condition oragreement contained in Sections 5.02(a), 5.03 (with respect to the payment when due (whether at stated maturityexistence of the Borrower) or5.09 or in Article VI;(e) the Borrower or any Guarantor shall fail to observe or perform any covenant, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement condition oragreement contained in any instrument governing Loan Document (other than those specified in clause (a), (b) or evidencing any Indebtedness for Borrowed Money(d) ofthis Section), and such default failure shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded continue unremedied for a period of more than 60 days; or (xii) any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THEN, in any such event, Bank may, at its option and without demand first made and without notice to Borrower, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; (b) declare all obligations of Borrower to Bank under this Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all or any of its rights under any of the Loan Documents or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiency.30 days after written81

Events of Default Remedies. Should If any of the following events occur (“Events of Default”) shall occur: (a) any Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such event being failure with respect to such reimbursement obligations shall continue unremedied for a period of five (5) Business Days; (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to as an "Event in clause (a) of Default"): (ithis Section 8.01) Default by Borrower in the payment of any obligation of Borrower payable under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreementDocument, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in when and as the same shall become due performance or observance of any of the agreementsand payable, promises or covenants of Borrower under any of the Loan Documents, other than any and such agreements, promises or covenants described in clause (i) or (ii) above, which default failure shall continue unremedied for ten or more daysa period of five (5) Business Days; (ivc) any default representation, warranty or event certification made or deemed made by or on behalf of default by any Borrower under or any Ancillary Document; (v) any material representation Restricted Subsidiary herein or warranty of Borrower set forth in any of the Loan DocumentsDocument, or in any report, certificate, instrument financial statement or statement other document required to be delivered to Bank pursuant to any Loan Documentshereto or thereto, shall be untrue prove to have been materially inaccurate when made or incorrect in any material respect when deemed made; (vid) Borrower any Loan Party shall default fail to observe or perform any covenant, condition or agreement contained in the payment when due Section 5.02(a), Section 5.03(a) (whether at stated maturitywith respect to any Borrower), by acceleration Section 5.11 or otherwise) in Article VI or in Article VII of $100,000 or more of any Indebtedness for Borrowed Moneythis Agreement; (viie) Borrower any Loan Party shall default in the observance fail to observe or performance of perform any termcovenant, covenant condition or agreement contained in any instrument governing Loan Document (other than those specified in clause (a), (b) or evidencing any Indebtedness for Borrowed Money(d) of this Section 8.01), and such default failure shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded continue unremedied for a period of more than 60 days; or thirty (xii30) any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THEN, in any such event, Bank may, at its option and without demand first made and without days after written notice thereof from the Administrative Agent to Borrower, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Parent Borrower; (bf) declare all obligations any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall fail to make any payment (whether of Borrower to Bank under this Agreement principal or interest and regardless of amount) in respect of any Material Indebtedness other than the other Loan Documents immediately Obligations, when and as the same shall become due and payable; and (c) proceed to enforce all payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, the holder or holders of any Material Indebtedness or any trustee or agent on its rights or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any Swap Agreement, termination events or equivalent events pursuant to the terms of the Loan Documents or available at law or in equity. In relevant Swap Agreement which are not the event Bank sells or disposes result of any Collateral upon the exercise of default thereunder by any Loan Party or any Restricted Subsidiary; provided, further, that such rights or remedies, failure is unremedied and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of waived by the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiency.holders

Events of Default Remedies. Should any of the following events occur (any such event being referred to as an "Event of Default"): (i) Default by Borrower in the payment of any obligation of Borrower under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii10.a(iii) or (vi) or 12.b10.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more daysdays following written notice thereof from Bank to Borrower; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loan Documents, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; (vi) Borrower shall default in the payment when due (whether at stated maturity, by acceleration or otherwise) of $100,000 50,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,00050,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; or (xi) Borrower shall have commenced against it, or shall voluntarily commence, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 days; or (xii) any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THENthen, in any such ---- event, Bank may, at its option and without demand first made and without further notice to Borrower, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; (b) declare all obligations of Borrower to Bank under this Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all or any of its rights under any of the Loan Documents or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remediesCollateral, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiency.

Events of Default Remedies. Should (a) If any one of the following events occur (any such event being referred to as each, an "Event of Default"): ) shall occur, then to the extent permitted by applicable law, the Lender shall have the right to exercise any one or more of the remedies set forth in Section 17(b) hereof: (i) Default the Borrower fails to make any payment when due hereunder or any Obligor fails to pay when due any of the Obligations; or (ii) an Obligor fails to observe or perform (A) any other agreement or obligation to be observed or performed hereunder or under any Loan Schedule or other agreement, document or instrument delivered to the Lender by Borrower in or on behalf of an Obligor or otherwise relating to any of the payment Obligations (collectively, the "Other Documents"), or (B) any other obligation of an Obligor to the Lender; or (iii) any representation or warranty made by or on behalf of any obligation of Borrower under Obligor in this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise Schedule or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loan Documents, Other Documents shall at any time prove to have been incorrect or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; or (iv) an Obligor makes any material misrepresentation to the Lender or fails to disclose to the Lender any material fact in connection with this Agreement or any Loan Schedule or otherwise, either contemporaneously herewith or at any time prior or subsequent to the execution hereof; or (v) an Obligor breaches any warranty or agreement contained herein or in any of the Other Documents, including, without limitation, the Borrower's failure to obtain or maintain any insurance required by the Lender hereunder; or (vi) Borrower shall a default occurs in the payment when of any indebtedness owed to any individual or entity other than the Lender, or a default occurs in the performance or observance of the terms of any agreement, document or instrument pursuant to which such indebtedness was created, secured or guaranteed, the effect of which default is to cause or permit the holder of any such indebtedness in an amount exceeding $100,000 to cause the same to be due prior to its stated maturity (whether at stated maturity, or not such default is waived by acceleration the holder thereof); or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in an Obligor fails to pay, withhold, collect or remit when asserted or due any tax, assessment or other sum payable with respect to the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all Collateral or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, security for any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 days; or (xii) any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THEN, in any such event, Bank may, at its option and without demand first made and without notice to Borrower, do any one or more of the following: (a) terminate its obligation to make loans Obligations (including, without limitation, any Revolving Loans or Equipment Loans) premium on any insurance policy with respect to Borrower; (b) declare all obligations of Borrower to Bank under this Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all or any of its rights under any of the Loan Documents Collateral or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, security for any of the other Loan Documents Obligations, or otherwise, Borrower shall be liable any insurance policy assigned to Bank the Lender as security for any deficiency.of the Obligations), or the making of any tax assessment against any Obligor by the United States or any state or local government; or (viii) a final judgment is entered against an Obligor and not timely appealed or any attachment, levy or execution is made against any property of an Obligor and not stayed, or any part of any property of an Obligor is condemned or seized by any governmental authority or court at the instance of such governmental authority; or (ix) the death of an Obligor, if an individual, or the death of any individual member of an Obligor, if a partnership or joint venture; or (x) a change in the control, management, ownership or operations of an Obligor, or a suspension of the usual business of an Obligor, or the dissolution, liquidation or other termination of existence of an Obligor, or the adoption of any resolution for the dissolution, liquidation or other termination of existence of an Obligor; or (xi) an Obligor fails (or an Obligor admits in writing its inability) to generally pay its debts as they become due or the insolvency or business failure of an Obligor; or (xii) the filing of an application for appointment of a trustee, custodian or receiver for an Obligor or

Events of Default Remedies. Should The occurrence of any one of the following events occur shall constitute a default (any such event being referred to as each an "“Event of Default"): ”) by Borrower under this Agreement: (a) if Borrower shall fail to pay any (i) Default by principal amount of any Advance, when due and payable, or declared due and payable, or (ii) interest on any Advance within five (5) days after the date on which such payment of interest shall become due and payable, or declared due and payable; (b) if Borrower shall fail to pledge additional Pledged Securities as required under Section 9(b) above; (c) if Borrower shall default in the payment performance or observance of any obligation other of Borrower its obligations under this Agreement or any of the other Loan Credit Documents, and such default shall remain uncured for a period of fifteen (15) days after notice from Lender; (iid) default if any representation, warranty, statement, report or certificate made or delivered by Borrower of any agreementBorrower, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreementsits officers, promises employees or covenants of Borrower under any of the Loan Documentsagents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loan Documents, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect Lender is not true and correct in any material respect when made or deemed made; (vie) If Borrower shall default in the payment when due (whether at stated maturityi) become insolvent, by acceleration or otherwise(ii) of $100,000 or more of any Indebtedness for Borrowed Money; not be paying its debts generally as such debts become due, (viiiii) Borrower shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; creditors or cause or suffer any of their respective assets to come within the possession of any receiver, trustee or custodian, (xiv) have a petition filed by or against Borrower under the Bankruptcy Reform Act of 1978, as amended, or any similar law or regulation, (v) have any of its assets attached, seized or levied upon, or (vi) otherwise become the subject of any insolvency or creditor enforcement proceedings, provided however, that any involuntary petition or other proceeding against Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment not be an Event of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of Default unless an order for relief against Borroweris entered or such proceeding remains undismissed for at least sixty (60) days; (f) if Borrower shall default in the payment, as applicablewhen due, whether by acceleration or otherwise, of any indebtedness of Borrower in excess of $1,000,000, and such default is declared and is not cured within the time, if any, specified there for in any agreement governing the same, or any event or condition shall occur which results in the acceleration of the maturity of any such Indebtedness of Borrower; (g) if one or more judgments or decrees shall be entered against Borrower involving, individually, or in the aggregate, a liability of $1,000,000 or more and such judgments or decrees shall not have remained undismissedbeen satisfied, undischarged vacated, discharged or unbonded for a period of more than 60 daysstayed pending appeal within thirty (30) days after the entry thereof; or (xiih) if this Agreement, the Note, or any other event Credit Documents executed by Borrower at any time after their respective execution and delivery, shall cease to be in full force and effect, shall be declared null and void, shall be revoked or circumstance terminated or shall occur be subject to any contest by Borrower as to their validity and/or enforceability, for any reason, or arise which has had a Materially Adverse Effect; THENif Borrower shall for any reason deny any further liability to Lender hereunder and thereunder. Upon the occurrence and during the continuance of any Event of Default, in Borrower may not request any such eventAdvance under this Agreement, Bank may, at its option and Lender may then forthwith cease making Advances to or for the benefit of Borrower under this Agreement without demand first made and without any notice to Borrower, do and Lender may terminate this Agreement; provided that this Agreement shall automatically terminate, and all amounts Borrower owes Lender hereunder and under the Note shall become due, without any notice should an order for relief be entered with respect to Borrower under the United States Bankruptcy Code. Upon an Event of Default, with notice by Lender to or demand by Lender of Borrower, Lender may declare all Advances to be immediately due and payable. Lender, in its sole discretion, upon the occurrence of and during the continuance of an Event of Default may exercise one or more of the following: (a) terminate its obligation rights and remedies accruing to make loans (Lender under this Agreement or the other Credit Documents, and/or applicable law upon default by Borrower, including, without limitation, the right to set off and/or reduce to cash and apply to the payment of any Revolving Loans of Borrower’s obligations, any monies, reserves, deposits, certificates of deposit, deposit accounts and interest and dividends thereon, securities, investment property, cash and other property in the possession of or Equipment Loans) to Borrower; (b) declare all obligations under the control of Borrower to Bank under this Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all Lender or any of its rights under any of the Loan Documents or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiencyLender’s affiliates.

Events of Default Remedies. Should (a) The occurrence of any of the following events occur shall constitute and be an event of default (any such event being referred to as an "Event of Default"): (i1) Default by Borrower in Lessee fails to pay any installment of principal or interest, or any other payment due and owing, under the payment of any obligation of Borrower under Promissory Note or this Agreement or any of within ten (10) days after the other Loan Documentssame shall have become due; (ii2) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loan Documents, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; (vi) Borrower shall default in the payment when due (whether at stated maturity, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become Lessee becomes insolvent or make makes an assignment for the benefit of its creditors; (x3) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a receiver, trustee, receiver, custodian, conservator or liquidator of Lessee or of all or any material a substantial part of its Lessee's assets is appointed with or his propertywithout the application or consent of Lessee; (xi4) Borrower shall have commenced a petition is filed by or against it, or shall voluntarily commence, Lessee under any bankruptcy, reorganization insolvency or similar legislation, and, if against, the proceeding shall continue undismissed, or the order, judgment or decree ordering the proceeding shall continue unstayed, for thirty (30) or more days; (5) Lessee violates or fails to perform any provision of either this Agreement, the Promissory Note, the Lease or any other loan, lease or credit agreement or any acquisition or purchase agreement with Lessor or any other party (a default under which third party agreement would materially and adversely effect Lessee), and such failure shall continue unremedied for 30 days after notice from Lessor to Lessee, specifying the failure and demanding the same to be remedied; (6) Lessee violates or fails to perform any covenant or representation made by Lessee in this Agreement or the Promissory Note, and such violation or failure shall continue unremedied for 30 days after notice from Lessor to Lessee, specifying the violation or failure and demanding the same to be remedied; (7) any representation or warranty made in this Agreement, the Promissory Note, the Lease, certificate, financial statement or other similar proceeding statement furnished to Lessor shall prove to be false or misleading in any material respect as of the date on which the same was made; (8) an event of default has occurred and is continuing under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented Promissory Note; (9) an additional lien attaches to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 daysthe Equipment; or (xii10) any Lessee makes a bulk transfer of furniture, furnishings, fixtures or other event equipment or circumstance shall occur inventory; or arise which has had (11) there is a Materially Adverse Effect; THEN, material adverse change in any such event, Bank may, at its option and without demand first made and without notice to Borrower, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; (b) declare all obligations of Borrower to Bank under this Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all Lessee's or any Guarantor's financial condition since the dated of its rights under any of the Loan Documents or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiency.

Events of Default Remedies. Should any of the The following events occur (any such event being referred to as shall each constitute an "Event of Default"): " hereunder: ---------------- (ia) Default by Borrower in Debtor shall fail to pay any Obligation within 10 days after the payment of any obligation of Borrower under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loan Documents, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; (vi) Borrower shall default in the payment when same becomes due (whether at the stated maturity, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money); (viib) Borrower any representation or warranty made by Debtor in this Agreement or in any document, certificate or financial or other statement now or hereafter furnished by Debtor in connection with this Agreement or any Loan shall at any time prove to be untrue or misleading in any material respect as of the time when made; (c) Debtor shall fail to observe any covenant, condition or agreement contained in Sections 5.A(11) or 5.B hereof or in paragraphs 4(b) or 7 of Rider A; (d) Debtor shall fail to observe or perform in any material respect any other covenant or condition contained in this Agreement, and such failure shall continue unremedied for a period of 30 days after the earlier of the date on which Debtor obtains knowledge of such failure or the date on which notice thereof shall be given by CIT to Debtor; (e) Debtor or any affiliate of Debtor shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodianpayment of, or liquidator of all other performance under, any obligation for payment or lease (whether or not capitalized) or any material part guarantee (i) to CIT or any affiliate of its or his property; (xi) Borrower shall have commenced against itCIT beyond the period of grace, if any, provided with respect thereto, or shall voluntarily commence, (ii) to any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in Person beyond the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 daysgrace, if any, provided with respect thereto, where such obligation or amount guaranteed is in excess of $2,000,000.00; or (xiif) a complaint in bankruptcy or for arrangement or reorganization or for relief under any other event insolvency law is filed by or circumstance against Debtor (and when filed against Debtor is in effect for 60 days) or Debtor admits its inability to pay its debts as they mature. If an Event of Default shall occur or arise which has had a Materially Adverse Effect; THENoccur, in any such event, Bank CIT may, at its option and without demand first made and without by notice of default given to BorrowerDebtor, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; the Commitment and/or (b) declare the Notes to be due and payable, whereupon the principal amount of the Notes, together with accrued interest thereon and all obligations of Borrower to Bank other amounts owing under this Agreement and the other Loan Documents Notes, shall become immediately due and payable; payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived (and in the case of any Event of Default specified in clause (cf) proceed of the above paragraph, such acceleration of the Notes shall be automatic, without any notice by CIT). In addition, if an Event of Default shall occur and be continuing, CIT may exercise all other rights and remedies available to enforce all or any of its rights it, whether under this Agreement, under any of other instrument or agreement securing, evidencing or relating to the Loan Documents Obligations, under the Code, or otherwise available at law or in equity. In Without limiting the event Bank sells generality of the foregoing, Debtor agrees that in any such event, CIT, without demand of performance or disposes other demand, advertisement or notice of any Collateral kind (except the notice specified below of time and place of public or private sale) to or upon Debtor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived), may forthwith do any one or more of the following: collect, receive, appropriate and realize upon the exercise Collateral or any part thereof, and sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver, the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales at such places and at such prices as it may deem best, for cash or on credit or for future delivery without the assumption of any credit risk. CIT shall have the right upon any such public sale or sales, and to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of Debtor, which right or equity is hereby expressly released. Debtor further agrees, at CIT's request, to assemble (at Debtor's expense) the Collateral and make it available to CIT at such places which CIT shall select, whether at Debtor's premises or elsewhere. CIT shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale (after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of CIT hereunder, including reasonable attorney's fees and legal expenses) to the payment in whole or remediesin part of the Obligations, in such order as CIT may elect. Debtor agrees that CIT need not give more than 10 days' notice of the time and place of any public sale or of the time after which a sufficient sum private sale may take place and that such notice is not realized from reasonable notification of such matters. Debtor shall be liable for any such deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all obligations amounts to which CIT is entitled. Debtor agrees to pay all costs of Borrower CIT, including reasonable attorneys' fees, incurred with respect to Bank under this Agreement, collection of any of the other Loan Documents Obligations and enforcement of any of CIT's rights hereunder. To the extent permitted by law, Debtor hereby waives presentment, demand, protest or otherwise, Borrower shall be liable to Bank for any deficiencynotice (except as expressly provided in this Section 6) of any kind in connection with this Agreement or any Collateral.

Events of Default Remedies. Should (a) If any one of the following events occur (any such event being referred to as each, an "Event of Default"): ) shall occur, then to the extent permitted by applicable law, the Lender shall have the right to exercise any one or more of the remedies set forth in Section 18(b) hereof: (i) Default the Borrower fails to make any payment when due hereunder and such failure continues for a period of ten days; or (ii) Borrower fails to observe or perform (A) any other agreement or obligation to be observed or performed hereunder or under any Loan Schedule or other agreement, document or instrument delivered to the Lender by Borrower or on behalf of an Obligor or otherwise relating to any of the Obligations (collectively, the "Other Documents")and unless expressly set forth in the payment of any obligation of Borrower under this Agreement or any Loan Schedule, such failure continues uncured for a period of the thirty (30) days following notice by Lender, or (B) any other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant obligation of Borrower under Section 12.a(iiito the Lender and the failure to observe or perform shall continue uncured for thirty (30) days following notice by Lender; or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty made by or on behalf of Borrower set forth in this Agreement or any Loan Schedule or in any of the Loan Documents, Other Documents shall at any time prove to have been incorrect or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; or (iv) the Borrower's failure to obtain or maintain any insurance required by the Lender hereunder and such failure continues uncured for a period of ten (10) days following notice by Lender; or (v) a default occurs in the payment of any indebtedness in an amount in excess of $25,000 owed by Borrower to any individual or entity other than the Lender and such default continues beyond any applicable cure period; or (vi) Borrower shall a default occurs in the payment when performance or observance of the terms of any agreement, document or instrument pursuant to which such indebtedness was created, secured or guaranteed, the effect of which default is to cause or permit the holder of any such indebtedness to cause the same to be due prior to its stated maturity (whether at stated maturity, or not such default is waived by acceleration the holder thereof); or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in fails (after ten (10) days prior notice thereof) to pay, withhold, collect or remit when asserted or due any tax, assessment or other sum payable with respect to the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all Collateral or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, security for any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 days; or (xii) any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THEN, in any such event, Bank may, at its option and without demand first made and without notice to Borrower, do any one or more of the following: (a) terminate its obligation to make loans Obligations (including, without limitation, any Revolving Loans premium on any insurance policy with respect to any of the Collateral or Equipment Loansany security for any of the Obligations, or any insurance policy assigned to the Lender as security for any of the Obligations), or (viii) a judgment is entered against the Borrower in an amount in excess of $25,000 and such judgment is not satisfied, dismissed or stayed with 30 days, or any attachment, levy or execution is made against any Collateral; or (ix) Borrower enters into any transaction which adversely affects a significant portion of the business value of Borrower and which affects the ability of the Borrower to repay the Borrower's obligations under the Agreement; or (x) Borrower fails (or Borrower admits in writing its inability) to generally pay its debts as they become due or the insolvency or business failure of Borrower; or (bxi) declare all obligations the filing of an application for appointment of a trustee, custodian or receiver for Borrower or of any part of Borrower's property (and in the case of an involuntary filing against the Borrower, such filing is not dismissed within 60 days); or (xii) the filing of a petition in bankruptcy by or against Borrower, or the commencement by or against Borrower of any proceeding under any bankruptcy or insolvency law or statute, or any law or statute relating to the relief of debtors or arrangement of debt, readjustment of indebtedness, reorganization, receivership or composition, or the extension of indebtedness (and in the case of an involuntary filing against the Borrower, such filing is not dismissed within 60 days); or (xiii) a material adverse change in the condition or affairs (financial or otherwise) of Borrower such that the likelihood of Borrower to Bank under this Agreement and meet the other Loan Documents immediately due and payableobligations hereunder is materially impaired; and or (cxiv) proceed Borrower attempts to enforce all remove, sell, transfer, encumber, sublet or part with possession of the Equipment or any of its rights under any of the Loan Documents or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remediesitem thereof, and a sufficient sum is not realized from any such sale or disposition except as expressly permitted herein; no cure period shall apply to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiencySection 18 (xiv).

Events of Default Remedies. Should If (a) the Borrower shall fail to pay any principal of the following events occur Loans when due in accordance with the terms hereof and of the Note, or (b) the Borrower shall fail to pay any interest on the Loans, or any other amount payable hereunder or under the Note, within five days after any such event being referred to as an "Event of Default"): interest or other amount becomes due in accordance with the terms thereof or hereof, or (ic) Default any representation or warranty made or deemed made by the Borrower herein or in any document delivered by the Borrower in the payment of connection herewith or which is contained in any obligation of Borrower certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other document shall prove to have been incorrect in any material respect on or as of the other Loan Documents; (ii) default by Borrower date made or deemed made, and the facts or circumstances in respect of any agreementwhich such representation or warranty was incorrect have not changed to make such representation or warranty correct within 30 days after it was made, promise or covenant of Borrower under Section 12.a(iii) or (vid) or 12.b; any Event of Default under (iiiand as defined in) default by Borrower the Credit Agreement shall occur and be continuing, then, and in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreementsevent, promises or covenants described (i) if such event is an Event of Default specified in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; of paragraph (ivf) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any Section 9 of the Loan DocumentsCredit Agreement, or in any certificate, instrument or statement delivered automatically the commitment of the Lender to Bank pursuant to any Loan Documents, make Loans hereunder shall be untrue or incorrect in any material respect when made; terminated and the Loans (viwith accrued interest thereon) Borrower shall default in the payment when due (whether at stated maturity, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 days; or (xii) any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THEN, in any such event, Bank may, at its option and without demand first made and without notice to Borrower, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; (b) declare all obligations of Borrower to Bank amounts owing under this Agreement and the other Loan Documents Note shall immediately become due and payable; , (ii) if such event is any other default described in clause (a), (b),(c) or (d) above, the Lender may by notice to the Borrower declare the commitment of the Lender to make Loans hereunder to be terminated and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the Note to be due and payable forthwith, whereupon the same shall immediately become due and payable, and (ciii) proceed the Lender shall have such remedies with respect to enforce all or any of its rights under any of the Loan Documents or available at law or Collateral as are set forth in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remedies, HomeSide Security Agreement (as incorporated and a sufficient sum is not realized from any such sale or disposition modified pursuant to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiencyparagraph 4 hereof).

Events of Default Remedies. Should If an event of default as specifically set forth herein shall occur, or in the event any one or more of the following events shall occur (any such an “event being referred to as an "Event of Default"default”): (ia) Default by Borrower If default shall be made in the payment of any obligation of Borrower under this Agreement the Indebtedness secured hereby, or any interest thereon, within fifteen days of the other Loan Documentsdate as and when the same shall become due and payable, whether by reason of demand, acceleration or otherwise; (iib) If default shall be made by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower Grantor in the due performance or observance of any of the agreementscovenant, promises agreement or covenants of Borrower under any of the Loan Documents, other than any condition herein contained or required to be performed or observed by Grantor and such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten a period of thirty (30) days after the date of the mailing of a written notice addressed to Grantor at the address hereinabove set forth, or more daysto such other address as may be designated by Grantor in written notice delivered to Beneficiary during which time such default is neither cured by Grantor nor waived in writing by Beneficiary, provided that, if the failure stated in the notice cannot be corrected within said 30-day period, Beneficiary may, with Bondowner Consent (as defined in that certain Indenture of Trust dated as of September 1, 2002 by and between Beneficiary and UMB Bank, N.A., as Trustee), consent in writing to an extension of such time prior to its expiration if corrective action is instituted by Grantor within the 30-day period and diligently pursued to completion; (ivc) If any representation or warranty of Grantor contained herein shall prove to be in any material respect incorrect or if there shall be any breach of any such representation or warranty; (d) If the Mortgaged Property or any portion thereof or ownership interest therein is sold, transferred, assigned or in any manner conveyed without the prior written consent of Beneficiary; (e) If a default or event of default by Borrower shall occur under or within the meaning of any Ancillary Document; (v) any material representation other deed of trust or warranty of Borrower set forth in mortgage covering any of the Loan Documents, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; (vi) Borrower shall default in the payment when due (whether at stated maturity, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 daysMortgaged Property; or (xiif) If any other event or circumstance of default shall occur under or arise which has had a Materially Adverse Effect; THEN, in any such event, Bank may, at its option and without demand first made and without notice to Borrower, do any one or more within the meaning of the following: Loan Agreement or under any agreement, document or instrument (aincluding any guaranty) terminate its obligation to make loans (including, without limitation, any Revolving Loans evidencing or Equipment Loans) to Borrower; (b) declare all obligations of Borrower to Bank under this Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all or any of its rights under securing any of the Loan Documents Indebtedness secured hereby; (g) If pursuant to § 443.055 R.X.Xx., as amended, Grantor shall notify Beneficiary of Grantor’s election to terminate the operation of this Deed of Trust as security for future advances or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiency.future obligations;

Events of Default Remedies. Should If any of the following events occur (any such event being referred to as each, an "“Event of Default"”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (ia) Default any payment of principal of the Loans shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement; (b) any payment of interest on the Loans shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement, and such default is not cured within two days; (c) the Borrower shall default in the payment of any obligation of Borrower under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreementsother term, promises covenant or covenants of Borrower under any of the Loan Documentsagreement contained herein, other than any and such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied without cure for ten a period of 30 days after receipt of written notice thereof from the Lender, or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in contained herein or therein shall at any of the Loan Documents, time prove to have been incorrect or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect misleading in any material respect when made; or (vid) a case or proceeding shall be commenced against the Borrower, or the Borrower shall default commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the payment when due (whether at stated maturity, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money; (vii) Borrower shall default in apply for, consent to, or fail to contest, the observance appointment of a receiver, liquidator, custodian, trustee or performance the like of the Borrower or for all or any termpart of its property, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an a general assignment for the benefit of its creditors; (x) , or the Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodianfail, or liquidator of all or any material part of admit in writing its or his property; (xi) Borrower shall have commenced against itinability, to pay, or shall voluntarily commencegenerally not be paying, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, its debts as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 daysthey become due; or (xii) any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THEN, in any such event, Bank may, at its option and without demand first made and without notice to Borrower, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; (b) declare all obligations of Borrower to Bank under this Agreement and the other Loan Documents immediately due and payable; and (c) proceed to enforce all or any of its rights under any of the Loan Documents or available at law or in equity. In the event Bank sells or disposes of any Collateral upon the exercise of any such rights or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiency.3

Events of Default Remedies. Should any of the The following events occur (any such event being referred to as shall each constitute an "Event of Default"): " hereunder: (ia) Default by Borrower in Debtor shall fail to pay any Obligation within 10 Business days after the payment of any obligation of Borrower under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loan Documents, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; (vi) Borrower shall default in the payment when same becomes due (whether at the stated maturity, by acceleration or otherwise) of $100,000 or more of any Indebtedness for Borrowed Money); (viib) Borrower any representation or warranty made by Debtor in this Agreement or in any document, certificate or financial or other statement now or hereafter furnished by Debtor in connection with this Agreement or any Loan shall at any time prove to be untrue or misleading in any material respect as of the time when made; ( c) Debtor shall fail to observe covenant, condition, or agreement contained in Section 5.A(11) or 5.B hereof or in paragraph 4 or 7 of Rider A; (d) Debtor shall fail to observe or perform any other covenant or condition contained in this Agreement, and such failure shall continue unremedied for a period of 30 days after the earlier of the date on which Debtor obtains knowledge of such failure or the date on which the notice thereof shall be given by CIT to Debtor; (e) Debtor shall default in the observance or performance of any term, covenant or agreement contained in any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of Control shall occur; (ix) Borrower shall become insolvent or make an assignment for the benefit of creditors; (x) Borrower shall apply for or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodianpayment of, or liquidator of all other performance under, any obligation for payment or lease (whether or not capitalized) or any material part guarantee (i) to CIT beyond the period of its or his property; (xi) Borrower shall have commenced against itgrace, if any, provided with respect thereto, or shall voluntarily commence(ii) to Imperial Bank, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolutionother bank or financial institution providing revolving credit to Debtor, winding up or liquidation proceeding, which, in beyond the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for a period of more than 60 daysgrace, if any, provided with respect thereto; or (xiif) a complaint in bankruptcy or for the arrangement or reorganization or for relief under any other event insolvency law is filed by or circumstance against Debtor (and when filed against Debtor is in effect for 60 days) or Debtor admits it inability to pay its debts as they mature. If an Event of Default shall occur or arise which has had a Materially Adverse Effect; THENoccur, in any such event, Bank CIT may, at its option and without demand first made and without by notice of default given to BorrowerDebtor, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; the Commitment and/or (b) declare the Notes to be due and payable, whereupon the principal amount of the Notes, together with the accrued interest thereon and all obligations of Borrower to Bank other amounts owing under this Agreement and the other Loan Documents Notes, shall become immediately due payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived (and payable; in the case of any Event of Default specified in clause (f) of the above paragraph, such acceleration of the Notes shall be automatic, without any notice by CIT). In addition, if an Event of Default shall occur and (c) proceed be continuing, CIT may exercise all other rights and remedies available to enforce all or any of its rights it, whether under this Agreement, under any of other instrument or agreement securing, evidencing or relating to the Loan Documents Obligations, under the Code, or otherwise available at law or in equity. In Without limiting the event Bank sells generality of the foregoing, Debtor agrees that in any such event, CIT, without demand of performance or disposes other demand, advertisement or notice of any kind (except the notice specified below time and place of public or private sale) to or upon Debtor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived), may forthwith do any one or more of the following: collect, purchase or otherwise dispose of and deliver, the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales at such places and at such prices as it may deem best, for cash or on credit or for future delivery without the assumption of any credit risk. CIT shall have the right upon any such public sale or sales, and sold, free of any right or equity of redemption of Debtor, which right or equity is hereby expressly released. Debtor further agrees, at CIT's request, to assemble (at Debtor's expense) the exercise Collateral and make it available to CIT at such places which CIT shall select, whether at Debtor's premises or elsewhere. CIT shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale (after deduction all reasonable out-of pocket costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any or all of the Collateral or in any way relating to the rights of CIT hereunder, including reasonable attorney's fees and legal expenses) to the payment in whole or remediesin part of the Obligations, in such order as CIT may elect. Debtor agrees that CIT not give more than 10 days' notice of the time and place of any public sale or of the time after which a sufficient sum private sale may take place that such notice is not realized from reasonable notification of such matters. Debtor shall be liable for any such deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all obligations amounts to which CIT is entitled. Debtor agrees to pay all costs of Borrower CIT, including reasonable attorney's fees, incurred with respect to Bank under this Agreement, collection of any of the other Loan Documents Obligations and enforcement of any of CIT's rights hereunder. To the extent permitted by law, Debtor hereby waives presentment demand, protest or otherwise, Borrower shall be liable to Bank for any deficiencynotice (except as expressly provided in this Section 6) of any kind in connection with this Agreement or any Collateral.

Events of Default Remedies. Should (a) If any of the following events occur (any such event being referred to as each, an "_Event of Default"): ) shall occur: (i) Default by Borrower Seller shall default in the payment of any obligation of Borrower under the Obligations on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise); (ii) any representation or warranty made by Seller to Purchaser in this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreementwritten statement, promise report, financial statement or covenant of Borrower under Section 12.a(iii) certificate made or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loan Documents, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, Purchaser by Seller shall be untrue prove incorrect or incorrect misleading in any material respect when mademade or furnished; (viiii) Borrower Seller shall default in the payment when due (whether at stated maturity, by acceleration or otherwise) of $100,000 or more of breach any Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement contained in this Agreement or any instrument governing supplement hereto or evidencing any Indebtedness for Borrowed Moneyother Transaction Document or any agreement between Seller of any affiliate of Purchaser; (iv) an event of default shall occur under any contractual obligation of Seller (other than this Agreement), and such event of default shall permit (A) involves the holders failure to make any payment (whether or not such payment is blocked pursuant to the terms of a subordination or an intercreditor agreement or otherwise), whether of principal, interest or otherwise, and whether due by scheduled maturity, required prepayment, acceleration, demand or otherwise, in respect of any indebtedness (other than the Obligations) of Seller; or (B) causes (or permits any holder of such Indebtedness for Borrower Money indebtedness or a trustee to declare immediately cause) such indebtedness, or a portion thereof to become due and payable prior to its stated maturity or otherwise accelerate Indebtedness for Borrowed Money in prior to its regularly scheduled dates of payment; (v) there shall be commenced against Seller any litigation seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets; (vi) Seller shall have concealed, removed or permitted to be concealed or removed, any part of its property with intent to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property or the incurring of an aggregate amount exceeding $100,000obligation that may be fraudulent under any bankruptcy, fraudulent transfer or other similar law; (vii) Seller fails, closes, suspends or goes out of business; (viii) a case or proceeding shall have been commenced involuntarily against Seller or any Change guarantor of Control the Obligations in a court having competent jurisdiction seeking a decree or order: (A) under the United States Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, and seeking either (1) the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such person or entity or of any substantial part of its properties, or (II) the reorganization or winding up or liquidation of the affairs of any such person or entity, or such court shall occurenter a decree or order granting the relief sought in such case or proceeding; or (B) invalidating or denying any person's or entity's right, power, or competence to enter into or perform any of its obligations under any Transaction Document or invalidating or denying the validity or enforceability of this Agreement or any other Transaction Document or any action taken hereunder or thereunder; (ix) Borrower Seller or any guarantor ofthe Obligations shall become insolvent (A) commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it or seeking appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for it or any substantial part of its properties, (B) make an a general assignment for the benefit of creditors, (C) consent to or take any action in furtherance of, or, indicating its consent to, approval of, or acquiescence in, any of such acts, or (D) shall admit in writing its inability to, or shall be generally unable to, pay its debts as such debts become due; (x) Borrower any provision of any Transaction Document shall apply for or consent any reason cease to or shall permit or suffer to exist the voluntary or involuntary appointment of a trusteebe valid, receiver, custodianbinding and enforceable in accordance with its terms, or liquidator any Lien or security interest granted, or intended by the Transaction Documents to be granted, to Purchaser shall cease to be a valid and perfected lien or security interest having the first priority in any of all the Collateral (or Seller shall so assert any material part of its or his propertythe foregoing); (xi) Borrower any guarantor of the Obligations fails to perform or observe any of such guarantor's obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty of the Obligations, or any such guaranty shall cease to be in full force and effect for any reason whatever; (xii) a final judgment or judgments for the payment of money shall be rendered against Seller, unless the same shall be (A) fully covered by insurance and the issuer(s) of the applicable policies shall have commenced against itacknowledged full coverage in writing within fifteen (15) Days of judgment, or shall voluntarily commence(B) vacated, any bankruptcystayed, reorganization bonded, paid or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded for discharged within a period of more than 60 daysfifteen (15) Days from the date of such judgment; (xiii) there is a change (by death or otherwise) in Seller's principal stockholders or owners; (xiv) there is a change in the senior management of Seller; or (xiixv) Purchaser for any other event or circumstance shall occur or arise which has had a Materially Adverse Effect; THENreason, in any such eventgood faith, Bank deems itself insecure with respect to the prospect of repayment or performance of the Obligations; then Purchaser may, at its option and without demand first made and without notice to Borrowernotice, do any one take anyone or more of the followingfollowing actions: (ai) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrowerthis Agreement; (bii) declare all obligations or any portion of Borrower the Obligations to Bank under this Agreement be forthwith due and the other Loan Documents immediately payable whereupon such Obligations shall become and be due and payable; or (iii) exercise any rights and (c) proceed remedies provided to enforce all or any of its rights Purchaser under any of the Loan ofthe Transaction Documents or available at law or in equity. In , including all remedies provided under the event Bank sells or disposes UCC; provided, that upon the occurrence of any Collateral upon Event of Default specified in clauses (viii) or (ix) above, the exercise of any such rights Obligations shall become immediately due and without declaration, notice or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiencydemand by Purchaser.

Events of Default Remedies. Should any of the The following events occur (any such event being referred to as shall each constitute an "Event of Default"): EVENT OF DEFAULT" hereunder: (ia) Default by Borrower in Debtor shall fail to pay any principal or interest on any Note within 10 days after the payment of any obligation of Borrower under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any default or event of default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loan Documents, or in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall be untrue or incorrect in any material respect when made; (vi) Borrower shall default in the payment when same becomes due (whether at the stated maturity, by acceleration or otherwise) or shall fail to pay any other Obligation when due (whether at the stated maturity, by acceleration or otherwise) which failure is not cured within 10 days after Debtor's receipt of $100,000 or more of any Indebtedness for Borrowed Moneynotice from CIT; (viib) Borrower any representation or warranty made by Debtor in this Agreement or in any document, certificate or financial or other statement now or hereafter furnished by Debtor in connection with this Agreement or any Loan shall at any time prove to be untrue or misleading in any material respect as of the time when made; (c) Debtor shall fail to observe any covenant, condition or agreement contained in Sections 5.A(11) or 5.B hereof or in paragraphs 4 or 5(b) of Rider A, which failure shall continue for a period of ten (10) days after receipt of notice from CIT; (d) Debtor shall fail to observe or perform any other covenant or condition contained in this Agreement, and such failure shall continue unremedied for a period of 30 days after the date on which notice thereof shall be given by CIT to Debtor; (e) Debtor or any affiliate of Debtor shall default (i) in the observance payment of, or other performance under, any obligation for payment or lease (whether or not capitalized) or any guarantee to CIT or any affiliate of CIT beyond the period of grace, if any, provided with respect thereto, or (ii) in the payment or performance of any termobligation for borrowed money to any other Person beyond the period of grace, covenant if any, provided with respect thereto, where such obligation or agreement contained amount guaranteed is in any instrument governing or evidencing any Indebtedness excess of $100,000 if such obligation for Borrowed Money, and such default shall permit the holders of such Indebtedness for Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000borrowed money is accelerated as a result thereof; (viiif) any Change of Control shall occur; (ix) Borrower shall become insolvent a complaint in bankruptcy or make an assignment for the benefit of creditors; (x) Borrower shall apply for arrangement or consent to or shall permit or suffer to exist the voluntary or involuntary appointment of a trustee, receiver, custodian, or liquidator of all or any material part of its or his property; (xi) Borrower shall have commenced against it, or shall voluntarily commence, any bankruptcy, reorganization or other similar proceeding under bankruptcy or insolvency laws or any dissolution, winding up or liquidation proceeding, which, in the case of any such involuntary proceeding, shall have been consented to by Borrower, as applicable, shall have resulted in entry of an order for relief under any insolvency law is filed by or against Borrower, as applicable, or shall have remained undismissed, undischarged or unbonded Debtor (and when filed against Debtor is in effect for a period of more than 60 days) or Debtor admits its inability to pay its debts as they mature; or (xiig) any other event upon the expiration of Debtor's current revolving loan facility with Congress, Debtor shall fail to renew such facility with Congress or circumstance shall fail to replace such facility with another lender reasonably acceptable to CIT with terms and conditions reasonably acceptable to CIT. If an Event of Default shall occur or arise which has had a Materially Adverse Effect; THENand be continuing, in any such event, Bank CIT may, at its option and without demand first made and without by notice of default given to BorrowerDebtor, do any one or more of the following: (a) terminate its obligation to make loans (including, without limitation, any Revolving Loans or Equipment Loans) to Borrower; the Commitment and/or (b) declare the Notes to be due and payable, whereupon the principal amount of the Notes, together with accrued interest thereon and all obligations of Borrower to Bank other amounts owing under this Agreement and the other Loan Documents Notes, shall become immediately due and payable; payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived (and in the case of any Event of Default specified in clause (cf) proceed of the above paragraph, such acceleration of the Notes shall be automatic, without any notice by CIT). In addition, if an Event of Default shall occur and be continuing, CIT may exercise all other rights and remedies available to enforce all or any of its rights it, whether under this Agreement, under any of other instrument or agreement securing, evidencing or relating to the Loan Documents Obligations, under the Code, or otherwise available at law or in equity. In Without limiting the event Bank sells or disposes generality of any Collateral upon the exercise of foregoing, Debtor agrees that in any such rights or remedies, and a sufficient sum is not realized from any such sale or disposition to pay all obligations of Borrower to Bank under this Agreement, any of the other Loan Documents or otherwise, Borrower shall be liable to Bank for any deficiency.event,