Common use of AFFIRMATIVE COVENANTS Clause in Contracts

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.

AFFIRMATIVE COVENANTS. As long as any portion 7.1 During the Term of this Debenture remains outstandingAgreement, the Domestic Company shall, and shall cause each of its Subsidiaries toirrevocably undertakes as follows: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay It shall prudently and discharge as effectively operate the business of the Domestic Company and handle the company’s matters, maintain the existence of the Domestic Company in line with good financial and commercial standard and practice; (b) The Domestic Company shall comply with the provisions of this Agreement, and shall not make any action or omission that may affect the existence or enforceability of this Agreement; (c) The Domestic Company shall immediately notify WFOE in writing of any litigation, arbitration or administrative proceedings related to the Assets upon such litigation, arbitration or administrative proceedings is initiated or is threatened to be initiated; (d) With regard to all claims other than the enforcement of this Agreement, the Domestic Company shall execute all necessary or appropriate documents, file all necessary or appropriate proceedings, make, or authorize WFOE or its Designated Persons upon WFOE’s request to make, all necessary or appropriate defense, and take any and all other necessary appropriate measures, to ensure the ownership of the Domestic Company in the Assets; (e) The Domestic Company shall immediately notify WFOE of any event which may possibly affect the entirety or enforceability of the Purchase Right of WFOE, or may possibly affect the obligation or security provided by the Domestic Company under this Agreement; (f) The Domestic Company shall not make any action or omission that may affect the operation and assets value of the Domestic Company during the Domestic Company’s ordinary operation of the entire business of the Domestic Company; (g) The Domestic Company shall provide relevant documents regarding the operation and financial conditions of the Domestic Company upon WFOE’s request; (h) If required by WFOE, the Domestic Company shall purchase and retain insurances for the assets and business of the Domestic Company with the insurance companies qualified by WFOE. The amount and type of insurances shall be consistent with those purchased by the companies of the same shall become due and payable: class; (i) The Domestic Company shall not distribute dividends to shareholders in any way without prior written consent of WFOE. However, upon the request of WFOE, the Domestic Company shall immediately distribute all tax liabilitiesdistributable profit to the shareholders, assessments and governmental charges after which such shareholders shall pay or levies upon it transfer such distribution to WFOE or its properties or assets, unless the same are being contested in good faith companies designated by appropriate proceedings diligently conducted WFOE unconditionally; and (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lienj) and adequate reserves in In accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect request of preventing the forfeiture or sale of the property or assets subject to any such Lien) WFOE and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms laws of this Debenture; and (b) timely file all material tax returns required China, appoint any Person designated by WFOE to be filed (subject to any valid extension); (a) maintainthe legal representative, preserve and protect all director or senior officers of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessDomestic Company.

AFFIRMATIVE COVENANTS. As long as any portion 6.1 During the Term of this Debenture remains outstandingAgreement, the Company shall, and shall cause each of its Subsidiaries toTransferor irrevocably undertakes as follows: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay It shall prudently and discharge as effectively operate the business of the Domestic Company and handle the company’s matters, maintain the existence of the Domestic Company in line with good financial and commercial standard and practice; (b) The Transferor shall comply with the provisions of this Agreement, and shall not make any action or omission that may affect the existence or enforceability of this Agreement; (c) The Transferor shall immediately notify the Transferee of any litigation, arbitration, administrative proceedings related to the Domestic Company or its equity interest; (d) With regard to all claims other than the enforcement of this Agreement and the Equity Interest Pledge Agreement, the Transferor shall execute all necessary or appropriate documents, file all necessary or appropriate proceedings, make, or authorize the Transferee or its designated Persons upon the Transferee’s request to make, all necessary or appropriate defense, and take any and all other necessary appropriate measures, to ensure the ownership of the Transferor in the Domestic Company; (e) The Transferor shall immediately notify the Transferee of any event which may possibly affect any rights of the Transferee on any portion of the equity interest, or may possibly affect the obligation or security provided by the Transferor under this Agreement; (f) The Transferor shall not make any action or omission that may affect the operation and assets value of the Domestic Company during the Transferor’s ordinary operation of the entire business of the Domestic Company; (g) The Transferor shall provide relevant documents regarding the operation and financial conditions of the Domestic Company upon the Transferee’s request; (h) If required by the Transferee, the Transferor shall purchase and retain insurances for the assets and business of the Domestic Company with the insurance companies qualified by the Transferee. The amount and type of insurances shall be consistent with those purchased by the companies of the same shall become due and payable: class; (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested The Transferor shall not distribute dividends to shareholders in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale any way without prior written consent of the property Transferee. However, upon the request of the Transferee, the Transferor shall immediately distribute all distributable profit to the shareholders, after which such shareholders shall pay or assets subject transfer such distribution to any such Lienthe Transferee or companies designated by the Transferee unconditionally; and (j) and adequate reserves in In accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale request of the property or assets subject to any such Lien) Transferee and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms laws of this Debenture; and (b) timely file all material tax returns required China, appoint any Person designated by the Transferee to be filed (subject to any valid extension); (a) maintainthe legal representative, preserve and protect all director or senior officers of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessDomestic Company.

AFFIRMATIVE COVENANTS. As long as any portion 9.1 During the Term of this Debenture remains outstandingAgreement, the Company shall, and shall cause each of its Subsidiaries toPledgor irrevocably undertakes as follows: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay The Pledgor shall comply with the provisions of this Agreement and discharge as perform other obligations under the Main Agreements, and shall not make any action or omission that may affect the existence or enforceability of this Agreement or any other Main Agreements; (b) With regard to all claims other than the enforcement of this Agreement and the Exclusive Option Agreement, the Pledgor shall execute all necessary or appropriate documents, file all necessary or appropriate proceedings, make, or authorize the Beneficiary or its designated Persons upon the Beneficiary’s request to make, all necessary or appropriate defense, and take any and all other necessary appropriate measures, to ensure the ownership in the Rights and Interests of Pledge of the Pledgor; (c) The Pledgor shall immediately notify the Beneficiary of any litigation, arbitration, administrative proceedings related to the Domestic Company or its equity interest; (d) The Pledgor shall immediately notify the Beneficiary of any event which may possibly affect any portion of the Rights and Interests of Pledge enjoyed by the Beneficiary, or may possibly affect the obligation or security provided under this Agreement or other Main Agreements; (e) The Pledgor shall not make any action or omission that may affect the operation and assets value of the Domestic Company during the Pledgor’s ordinary operation of the entire business of the Domestic Company; (f) The Pledgor shall provide relevant documents regarding the operation and financial conditions of the Domestic Company upon the Beneficiary’s request; (g) If required by the Beneficiary, the Pledgor shall purchase and retain insurances for the assets and business of the Domestic Company with the insurance companies qualified by the Beneficiary. The amount and type of insurances shall be consistent with those purchased by the companies of the same class; (h) The Pledgor shall become due and payable: not distribute dividends to shareholders in any way without prior written consent of the Beneficiary. However, upon the request of the Beneficiary, the Pledgor shall immediately distribute all distributable profit to the shareholders, after which such shareholders shall pay or transfer such distribution to the Beneficiary or companies designated by the Beneficiary unconditionally; and (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless In accordance with the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale request of the property or assets subject to any such Lien) Beneficiary and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms laws of this Debenture; and (b) timely file all material tax returns required China, appoint any Person designated by the Beneficiary to be filed (subject to any valid extension); (a) maintainthe legal representative, preserve and protect all director or senior officers of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessDomestic Company.

AFFIRMATIVE COVENANTS. As long as any portion Subject to the terms and conditions hereof, for the duration of this Debenture remains outstandingthe Restructuring Support Period, the Company each Restructuring Support Party shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested negotiate in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) Definitive Documentation, in form and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply substance consistent in all material respects with this Agreement (including the requirements of all applicable laws Restructuring Term Sheet and all ordersexhibits thereto, writswhich, injunctions for the avoidance of doubt, shall be binding on all the Parties upon the effectiveness of this Agreement), and decrees applicable as otherwise reasonably acceptable to it or the Requisite Consenting Creditors, the Company, and CEC (in respect of CEC, to its business or propertythe extent such Definitive Documents could be reasonably expected to affect the interests of CEC); vi. [reserved](ii) consent to those actions contemplated by this Agreement or otherwise required to be taken to effectuate the Restructuring, including entering into all documents and agreements necessary to consummate the Restructuring, in each case, to which such Restructuring Support Party is to be a party; (iii) support the Restructuring and vote in favor of the Plan, when properly solicited to do so under the Bankruptcy Code, all Claims now or hereafter beneficially owned by such Restructuring Support Party or for which it now or hereafter serves as the nominee, investment manager, or advisor for beneficial holders of Claims (and not withdraw or revoke its tender, consent, or vote with respect to the Plan); provided that the foregoing may be waived by the Company in its sole discretion; provided, further, that (x) such vote may be revoked (and, upon such revocation, deemed void ab initio) by any of the Consenting Creditors at any time following the termination of this Agreement with respect to such Consenting Creditor, but only to the extent this Agreement has terminated on account of a breach by a Party other than such Consenting Creditor, it being understood and agreed that no Restructuring Support Party shall enter into any arrangement whereby it transfers voting rights for the purpose of avoiding any obligations under this Agreement, and (y) if this Agreement (including the Restructuring Term Sheet) is amended in a manner that would adversely affect a Consenting Creditor’s First Lien Bank Claim(s), such Consenting Creditor (1) shall no longer be obligated to vote hereunder in respect of any First Lien Bank Claim(s) and (2), to the extent such Consenting Creditor has voted any First Lien Bank Claim(s) hereunder, shall be permitted to revoke its vote in respect of such First Lien Bank Claim(s) (and upon such revocation, such vote shall be deemed void ab initio). (iv) upon its execution of this Agreement, exercise its Put Option with respect to OpCo New Common Stock as provided by the Restructuring Term Sheet, which election shall be binding on such Restructuring Support Party and any Transferee thereof; and vii. maintain (av) insurance with financially sound support the mutual release and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged exculpation provisions to be provided in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessPlan.

AFFIRMATIVE COVENANTS. As For so long as any portion of this Debenture remains Note is outstanding, except as otherwise consented to or waived by the Majority Holders, the Company shall, will do the following and shall will cause each of its Subsidiaries to:to do the following (unless the context otherwise requires): i. preserve 3.1 Preserve and maintain its corporate existence, legal existencestructure, rights, franchises and privileges in the jurisdiction of its organizationincorporation, and qualify shall not (i) change the location of its chief executive office or any other place of business, or the location of any Collateral, (ii) change its name or mailing address, or (iii) conduct its business operations under any fictitious business name or trade name, without, in the case of this clause (iii), at least thirty (30) days’ prior written notice to the Purchaser. 3.2 Preserve and remain qualified as a foreign maintain its business entity in each jurisdiction in which qualification is and all licenses and other rights necessary in view to the conduct of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and comply in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material respects with all applicable laws, rules, regulations and orders of any governmental authority applicable to its business. 3.3 File all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a lien or other encumbrance on properties or assets of the Company or any Subsidiary; provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (subject to any valid extension); (ai) maintainthe amount, preserve applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and protect all of its material properties in appropriate proceedings, and equipment necessary the Company or a Subsidiary has established adequate reserves therefor in accordance with generally accepted accounting principles in the operation United States, consistently applied, on the books of its business in good working order and condition, ordinary wear and tear excepted; the Company or such Subsidiary and (bii) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could nonpayment of any such tax, assessment, charge, levy or claim has not reasonably be expected to have a Material Adverse Effect;resulted in any lien on the property of the Company or such Subsidiary, as the case may be. v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) 3.4 Maintain insurance with financially sound and reputable insurance companies or associations in at least the such amounts (and with only those deductibles) customarily maintained, and against covering such risks as are typically insured againstthe Company reasonably deems appropriate. 3.5 Furnish to each Holder of not less than $1,000,000 of principal amount of the Notes (a) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarters of each Fiscal Year, by Persons a copy of comparable size engaged its quarterly financial statements for each such fiscal quarter, (b) as soon as available and in any event within 95 days after the same or similar business as end of each Fiscal Year, a copy of its annual audit report for such Fiscal Year and (c) such other financial information relating to the Company and its SubsidiariesSubsidiaries as the Holder may reasonably request from time to time; provided, however, that the financial statements to be delivered by the Company pursuant to clauses (a) and (b) above shall be deemed to have been delivered on the date on which such reports containing such financial statements are posted on the Securities Exchange Commissions’ website on the internet at “▇▇▇.▇▇▇.▇▇▇”. 3.6 Promptly notify the Holders of the occurrence of any Event of Default under the Notes. 3.7 Maintain proper books of record and account, in which full, true and correct entries in conformity with its existing business practice shall be made of all worker’s compensationfinancial transactions and matters involving its assets and business. 3.8 Permit representatives of the Holders to visit and inspect any of its properties, employer’s liability insurance to examine its corporate, financial and operating records, and make copies thereof or similar insurance abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be required under reasonably desired, upon reasonable advance written notice to the laws Company; provided, however, that when an Event of Default exists, the Holders (or any state or jurisdiction in which it of their respective representatives) may be engaged in businessdo any of the foregoing at any time during normal business hours and without advance written notice.

AFFIRMATIVE COVENANTS. As So long as any portion of this Debenture sum remains outstandingunpaid hereunder, in whole or in part, Borrower covenants and agrees that except with the Company shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer prior written consent of the CompanyLender, together with a statement of such executive officer setting forth which consent will not be unreasonably withheld, it shall do the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto;following: (a) pay Borrower shall furnish to Lender such financial statements as Lender may from time to time require, including but not limited to, annual audited financial statements and discharge as the same shall become due and payable: (i) all tax semi-annual unaudited financial statements. Such financial statements will set forth Borrower’s assets, liabilities, assessments and operating statements prepared in accordance with generally accepted accounting principles. Such financial statements will be made available to Lender as soon as possible after the end of the appropriate periods, but no less than ninety (90) days after Borrower’s fiscal year and forty-five (45) days after the end of Borrower’s half-year. Borrower shall furnish such additional information regarding its business affairs and financial condition as Lender may from time to time in good faith request (b) Borrower shall duly observe and conform to all valid requirements of any governmental charges or levies upon it authority relative to the conduct of its business, its properties, or its properties assets and will maintain and keep in full force and effect its corporate existence and all licenses and permits necessary to the proper conduct of its business. (c) Borrower shall keep proper books of records and accounts in which full, true, and correct entries will be made of all dealings or assetstransactions relating to its business and activities. (d) Borrower shall (1) file all applicable federal, unless state, and local tax returns or other statements required to be filed in connection with its business, including those for income taxes, sales taxes, property taxes, payroll taxes, payroll withholding amounts, FICA contributions, and similar items; (2) maintain appropriate reserves for the same are accrual of the same; and (3) pay when due all such taxes, or sums or assessments made in connection therewith. Provided, however, that (until distraint, foreclosure, sale, or similar proceedings have been commenced) nothing herein will require Borrower to pay any sum or assessment, the validity of which is being contested in good faith by appropriate proceedings diligently conducted pursued and as to which adequate reserves have been made. (which proceedings have the effect of preventing the forfeiture or sale e) Borrower shall permit any person designated in writing by Lender to visit and inspect any of the property or assets subject corporate books and financial records of Borrower and to any discuss its affairs and finances with its principal officers, all at such Lien) reasonable times and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested as often as Lender may in good faith request, subject o any reasonable conditions imposed by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessBorrower.

AFFIRMATIVE COVENANTS. As long (a) The Loan Parties shall and shall cause their Subsidiaries to (i) preserve and maintain in full force and effect its organizational existence and good standing under the Applicable Laws of its jurisdiction of incorporation, organization or formation, as applicable, and (ii) preserve and maintain all qualifications to do business in each other jurisdiction not covered by clause (i) above in which the failure to be so qualified would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) The Loan Parties shall, and shall cause their Subsidiaries to, (i) comply in all material respects with all Applicable Laws, except where the necessity of compliance therewith is contested in good faith by appropriate proceedings, and (ii) maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions. (c) The Loan Parties shall, and shall cause their Subsidiaries to, obtain, make and keep in full force and effect all licenses, certificates, approvals, registrations, clearances, Authorizations and permits required to conduct their businesses, except where the failure to make and keep such licenses, certificates, approvals, registrations, clearances, authorizations and permits in full force and effect could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (d) Each Loan Party shall, except as otherwise permitted by this Agreement, maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its assets and property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (e) The Loan Parties shall, and shall cause each of their Subsidiaries to, maintain with financially sound and reputable insurance companies insurance with respect to their assets, properties and business, against such hazards and liabilities, of such types and in such amounts, as is customarily maintained by companies in the same or similar businesses similarly situated. A true and complete listing of such insurance, including issuers, coverages and deductibles, shall be provided to the Lenders promptly following any portion of this Debenture remains outstanding, the Company Lender’s request. (f) Each Loan Party shall, and shall cause each of its Subsidiaries to: i. preserve , pay, discharge and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge perform as the same shall become due and payable: (i) payable or required to be performed all tax Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (prosecuted which proceedings have stay the effect enforcement of preventing the forfeiture or sale of the property or assets subject to any such Lien) Lien and for which adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; Person. (g) The Loan Parties shall promptly (and, in any event, within (y) with respect to clause (A) below, two (2) Business Days and (iiiz) all Indebtednesswith respect to clause (B) below, ten (10) days) notify each Lender of the occurrence of (A) any Default or Event of Default and (B) any claims arising after the Agreement Date (or before the Agreement Date to the extent any action related thereto arises after the Agreement Date) (other than in connection with the denial of plan claims in the ordinary course of business), litigation, arbitration, mediation or administrative or regulatory proceedings that are instituted or threatened against any Loan Party requesting injunctive relief or damages in excess of $550,000. (h) If the Borrower is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, the Loan Parties will provide to each Lender quarterly financial statements for the Borrower and its Subsidiaries within 45 days after the end of each fiscal quarter of the Borrower, and an audited annual financial statements within 120 days after the end of each fiscal year of the Borrower prepared in accordance with GAAP with a report thereon by the Borrower’s independent certified public accountants, which accountants shall be reasonably acceptable to the Required Lenders. Any such report and any report of the Borrower’s independent certified public accountants on any consolidated financial statements included in any SEC Document filed during the Reporting Period (as and when due and payable, but defined below) shall (i) contain an unqualified opinion (subject to the terms exception set forth below in clause (ii) of this Debenturesentence), stating that such consolidated financial statements present fairly in all material respects the financial position and condition and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods and have been prepared in conformity with GAAP applied on a basis consistent with prior years, and (ii) not include any explanatory paragraph expressing substantial doubt as to going concern status (other than any such paragraph (x) included in the Borrower’s annual report on Form 10-K for the years ended December 31, 2017 or December 31, 2018 or (y) arising from the impending maturity of the Loans, the Loans (as defined in the Senior Facility Agreement) or the Revolving Credit Facility, in each case of this clause (y), solely in the case of the audit delivered with respect to the fiscal year immediately prior to the fiscal year during which the applicable maturity is scheduled). From the Agreement Date until the later of (i) the first date on which no Preferred Stock remains outstanding and (ii) the first date on which none of the Lenders owns any Securities (the period ending on such latest date, the “Reporting Period”), the Borrower and its Subsidiaries shall timely (without giving effect to any extensions pursuant to Rule 12b-25 of the Exchange Act) file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Borrower and its Subsidiaries shall not terminate the registration of the Common Stock under the Exchange Act or otherwise terminate its status as an issuer required to file reports under the Exchange Act, even if the securities laws would otherwise permit any such termination. The Borrower hereby agrees that, during the Reporting Period, the Borrower shall send to each Lender copies of (i) any notices and other information made available or given to the holders of the Stock of the Borrower generally, contemporaneously with the Borrower’s making available or giving such notices and other information to such holders of Stock and (ii) all other documents, reports, financial data and other information not available on ▇▇▇▇▇ that does not contain any material non-public information of the Borrower that any Lender may reasonably request. At the same time as (A) to the extent the Borrower is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, the quarterly and annual financial statements are delivered or otherwise provided to each Lender pursuant to the first sentence of this Section 5.1(h) or (B) to the extent the Borrower is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, any Form 10-Q or Form 10-K is filed with the SEC pursuant to the Exchange Act, in each case, a Compliance Certificate shall be delivered by the Borrower to each Lender; provided that, with respect to clause (B) only, solely to the extent any earnings report for the same period is publicly reported or is filed with the SEC prior to the time when any Form 10-Q or Form 10-K containing the applicable quarterly or annual financial statements is filed with the SEC and to the extent the earnings set forth in any such earnings report would result in a financial covenant default under Section 5.1(v), the Compliance Certificate shall instead be delivered by the Borrower to each Lender on the same day as such earnings report is publicly reported or is filed with the SEC. Upon the reasonable request of any Lender, the Loan Parties and their Subsidiaries shall promptly deliver to such Lender such information as such Lender may from time to time reasonably request. On the same day that the same are sent, the Loan Parties and their Subsidiaries shall deliver to the Lenders copies of all financial statements, reports, documents and other information which any Loan Party or any of its Subsidiaries sends to its holders of Stock. (i) Each Loan Party shall, and shall cause each of its Subsidiaries to, with respect to each owned, leased or controlled property, during normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Lenders and their representatives shall have access at any and all times during the continuance thereof): (a) provide access to such property to the Lenders and their representatives, as frequently as any Lender determines to be appropriate; and (b) timely file permit the Lenders to conduct field examinations, appraise, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s and its Subsidiaries’ books and records, and evaluate and conduct appraisals and evaluations in any manner and through any medium that the Lenders considers advisable, in each instance, at the Loan Parties’ sole expense; provided the Loan Parties shall only be obligated to reimburse the Lenders for the expenses of one such appraisal, evaluation and inspection of the Lenders per calendar year unless an Event of Default has occurred and is continuing, in which case, the Loan Parties shall reimburse the Lenders for the expenses of all such appraisals, evaluations and inspections conducted by the Lenders and their representatives. (j) Each Loan Party shall ensure that all written information, exhibits and reports furnished to any Lender, when taken as a whole, do not and will not, and that each SEC Document filed during the Reporting Period does not, contain any untrue statement of a material tax returns required fact and do not and will not (or does not, as applicable) omit to state any material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which made, and will promptly disclose to the Lenders and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgement or recordation thereof. (k) [Reserved] (l) Promptly (but in any event within ten (10) days of such request) upon request by the Required Lenders, the Loan Parties shall (and, subject to the limitations set forth herein and in the other Loan Documents, shall cause each of their Subsidiaries to) take such additional actions and execute such documents as the Required Lenders may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Loan Document, (ii) to maintain the validity and effectiveness of any of the Loan Documents, and (iii) to better assure, grant, preserve, protect and confirm to the Lenders the rights granted or now or hereafter intended to be filed granted to the Lenders under any Loan Document. Without limiting the generality of the foregoing, the Loan Parties shall cause each of their Subsidiaries (subject other than Excluded Foreign Subsidiaries) promptly after (and in any event within ten (10) days of) the formation or acquisition thereof, to guaranty the Obligations and to take such other actions reasonably requested by the Required Lenders with respect to making any valid extensionsuch Subsidiary a Loan Party under the Loan Documents. The Loan Parties shall deliver, or cause to be delivered, promptly after (and in any event within ten (10) days of) such formation or acquisition of such Loan Party or Subsidiary, to the Lenders, appropriate resolutions, secretary certificates, certified Organizational Documents and, if requested by the Required Lenders, legal opinions relating to the matters described in this Section 5.1(l) (which opinions shall be in form and substance reasonably acceptable to the Required Lenders and, to the extent applicable, substantially similar to the opinions delivered on the Agreement Date);, in each instance with respect to each Loan Party and each Subsidiary of a Loan Party (other than any Excluded Foreign Subsidiary) formed or acquired after the Agreement Date. (am) maintainEach Loan Party shall, preserve and protect all shall cause each of its material properties Subsidiaries to, comply with, and equipment necessary maintain its Real Estate, whether owned, leased, subleased or otherwise operated or occupied, in the operation compliance with all applicable Environmental Laws or as is required by orders and directives of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof any Governmental Authority except where the failure to do so comply could not reasonably be expected to have to, individually or in the aggregate, result in a Material Adverse Effect;Environmental Liability. v. comply (n) Promptly upon any Authorized Officer becoming aware that any of the following has occurred that could reasonably be expected to result in all material respects liability to a Loan Party, the Borrower will provide written notice to the Lenders specifying the nature of such event, what action the Loan Party or any ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, if applicable, any action taken or threatened by the requirements Internal Revenue Service, the Department of all Labor or the PBGC with respect thereto: (i) any ERISA Event, or (ii) a “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the Code that is not exempt under ERISA Section 408 or Section 4975 of the Code, under any applicable laws regulations and all orderspublished interpretations thereunder or under any applicable prohibited transaction, writsindividual or class exemption issued by the Department of Labor, injunctions and decrees applicable with respect to it any Employee Benefit Plan. (o) The Borrower shall, on or before the Initial Disbursement Date, take such action as the Borrower shall reasonably determine is necessary in order to obtain an exemption for, or to its business qualify the Securities under applicable securities or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least “Blue Sky” laws of the amounts (and with only those deductibles) customarily maintainedstates of the United States, and against shall provide evidence of any such risks as are typically insured againstaction so taken to the Lenders on or prior to the Initial Disbursement Date. The Borrower shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Initial Disbursement Date. (p) The Borrower shall take all actions necessary to cause the Common Stock to remain listed on an Eligible Market at all times during the Reporting Period. The Borrower shall not, by Persons and shall cause each of comparable size engaged the Subsidiaries not to, take any action that would be reasonably expected to result in the same delisting or similar business as suspension or termination of trading of the Company Common Stock on the Principal Market. Notwithstanding the foregoing, nothing contained herein shall prohibit the Borrower from effecting a transaction in which all shares of Common Stock outstanding immediately prior to such transaction are converted into the right to receive consideration consisting of cash or property other than Common Stock; provided that the Borrower complies with its obligations under this Agreement and the other Loan Documents in connection therewith. The Loan Parties shall pay all fees, costs and expenses in connection with satisfying its Subsidiaries; obligations under this Section 5.1(p). (q) [Reserved] (r) [Reserved] (s) The Borrower acknowledges and (b) all worker’s compensation, employer’s liability insurance or similar insurance as agrees that the Securities may be required pledged by a holder thereof in connection with a bona fide margin agreement or other loan, financing or Indebtedness secured by the Securities. The pledge of Securities shall not be deemed to be a Transfer, sale or assignment of the Securities under the laws Loan Documents, and no such holder effecting any such pledge of Securities shall be required to provide any state Loan Party or jurisdiction any of its Subsidiaries with any notice thereof or otherwise make any delivery to any Loan Party pursuant to any Loan Document. The Borrower hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in which it may be engaged in business.connection with a pledge of the Securities to

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding9.1 Until all Obligations are paid in full, Borrower covenants and agrees to do the Company shall, and shall cause each of its Subsidiaries tofollowing: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) Promptly inform Lender of the occurrence of any Default or Event of Default or of any event which could have a Materially Adverse Effect upon either Borrower’s business, properties, financial condition or ability to comply with its Obligations to Lender, including without limitation its ability to pay the Obligations; (b) Furnish such other information regarding Borrower, Amphastar France, Guarantor, and discharge any Subsidiaries and Affiliates, as Lender may reasonably request; (c) Keep in full force and effect its corporate existence in good standing, continue to conduct and operate its business substantially as presently conducted and operated and maintain and protect all material franchises and material trade names and preserve all the remainder of its material property used or useful in the conduct of their business and keep the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted repair and condition; (which proceedings have the effect d) Maintain a standard and modern system of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves accounting in accordance with GAAP consistently applied with ledger and account cards and/or computer tapes and computer disks, computer printouts and computer records pertaining to the Collateral which contain information as may from time to time be requested by Lender, not modify or change its method of accounting without the written consent of Lender first obtained. Borrower will permit Lender and any of its employees, officers, or agents, upon demand, during the applicable Borrower’s usual business hours, or the usual business hours of any third person having control thereof, to have access to and examine all of Borrower’s records relating to the Collateral, the applicable Borrower’s financial condition and the results of the applicable Borrower’s operations and in connection therewith and permit Lender or any of its agents, employees, or officer to copy and make extracts therefrom, should Lender determine in its sole discretion that there are being changes in the applicable Borrower’s financial condition that may indicate a deterioration; (e) Maintain the principal place of business or chief executive office at the address set forth in Sections 7(h), above, unless Borrower shall have given Lender 30 days’ prior written notice of any change thereof; (f) Maintain Borrower’s Primary Operating Account with Lender. Without limiting the foregoing, Borrower agrees that its primary depository banking relationship shall be with Lender and Borrower shall cause all business revenues and other funds of Borrower to be channeled through Borrower’s Primary Operating Account maintained with Lender; (g) At Borrower’s own cost and expense in amounts and with carriers acceptable to Lender, Borrower shall (i) keep all it insurable properties and properties in which Borrower has an interest insured against the hazards of fire, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the Company or such Subsidiarycase of companies engaged in businesses similar to Borrower’s including, without limitation, business interruption insurance; (ii) all lawful claims whichmaintain a bond in such amounts as is customary in the case of companies engaged in business similar to Borrower’s insuring against larceny, if unpaid, would by law become a Lien embezzlement or other criminal misappropriation of insured’s officers and employees who may either singly or jointly with others at any time have access to the assets or funds of Borrower either directly or through authority to draw upon its property, unless such funds or to direct generally the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect disposition of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiaryassets; and (iii) all Indebtednessmaintain public and product liability insurance against claims for personal injury, as death or property damage suffered by others, and when due and payablewith respect to product liability insurance policies of Borrower, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary such policies shall provide insurance coverage in the operation amount of its business in good working order $2,000,000.00 per occurrence and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged $5,000,000.00 in the same or similar business as the Company and its Subsidiariesaggregate; and (biv) maintain all worker’s compensation, employer’s liability insurance such workers’ compensation or similar insurance as may be required under the laws of any state or jurisdiction in which it may be Borrower is engaged in business; (v) furnish Lender with (A) copies of all policies and evidence of the maintenance of such policies by the renewal thereof at least thirty (30) days before any expiration date, and (B) appropriate loss payable endorsements in form and substance satisfactory to Lender, naming Lender as loss payee as its interests may appear with respect to all insurance coverage referred to in clauses (i) and (ii) above, and providing (1) that all proceeds thereunder shall be payable to Lender, (2) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy, and (3) that such policy and loss payable clauses may not be canceled, amended or terminated unless at least thirty (30) days’ prior written notice is given to Lender. In the event of any loss thereunder, the carriers named therein hereby are directed by Lender and Borrower to make payment for such loss to Lender and not to Borrower and Lender jointly. If any insurance losses are paid by check draft or other instrument payable to Borrower and Lender jointly, Lender may endorse Borrower’s name thereon and do such other things as Lender may deem advisable to reduce the same to cash. Lender is hereby authorized to adjust and compromise claims under insurance coverage referred to in clauses (i) and (ii) above. All loss recoveries received by Lender upon any such insurance may be applied to the Obligations, in such order as Lender in its reasonable discretion shall determine. Any surplus shall be paid by Lender to Borrower or applied as may be otherwise required by law. Any deficiency thereon shall be paid by Borrower to Lender on demand. If Borrower fails to obtain insurance as hereinabove provided, or to keep the same in force, Lender, if Lender so elects and upon notice to Borrower, may obtain such insurance and pay the premium therefor for Borrower’s account, and charge Borrower’s account therefor and such expenses so paid shall be part of the Obligation; (h) Borrower shall not possess or cause to be located any Hazardous Materials on, in or under any real or personal property now or at any time hereafter owned, occupied or operated by Borrower which in any manner violate any Environmental Law, and which violation would have a Material Adverse Effect on Borrower. (i) Except as otherwise permitted by Lender in writing, Borrower will confine its business operations to the pharmaceutical business and shall comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees, determinations or otherwise presently in effect and having application to Borrower and its business. (j) Notify Lender within ten (10) days of service upon the Borrower or the filing by the Borrower of any legal action involving a claim in excess of $10,000,000.00. (k) Observe and/or perform, or cause Amphastar France to observe and/or perform, in a diligent and timely manner, each and every agreement, term, condition, covenant, and/or other obligation of Borrower and/or Amphastar France, as Borrower and/or Amphastar France may be required to observe and/or perform, under and in respect of the Asset Purchase Agreement. (l) Borrower shall not cause or permit Amphastar France or its board of directors to authorize or issue any additional shares of stock (or debt convertible to shares of stock in Amphastar France), nor to amend the bylaws of Amphastar France to dilute or minimize, in any way, the rights, privileges and/or benefits of any person holding the stock pledged to Lender pursuant to the Stock Pledge Agreements; provided, however, Borrower may cause or permit Amphastar France or its board of directors to authorize or issue additional shares of stock, so long as (i) Borrower delivers written notice to Lender at least thirty (30) calendar days prior to Amphastar France issuing any additional shares of stock in Amphastar France of its intention to do so, (ii) no Event of Default exists under this Agreement, (iii) Borrower remains the owner and holder of one hundred percent (100%) of the authorized and issued shares of stock in Amphastar France, and (iv) Lender has and shall have pledged to it, for so long as all or any portion of the Obligations remain outstanding, no less than sixty-five percent (65.00%) of any and all authorized and issued shares of stock in Amphastar France, and if required by Lender, Borrower shall execute and cause such other Persons as Lender may require to execute, and deliver to Lender, such additional documents, agreements, and/or instruments, in form and content satisfactory to Lender, in its sole discretion, to effect, evidence and/or confirm the foregoing.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to Agent and the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and; vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business. All such insurance policies required pursuant to clause (a) of this Section shall name the Agent as a loss payee (in the case of property or other casualty insurance) and an additional insured (in the case of liability insurance); viii. use reasonable efforts to cause the Company to remain eligible to use Form S-3 for a delayed or continuous offering pursuant to Rule 415(a)(1)(x) promulgated under the Securities Act of 1933, as amended.

AFFIRMATIVE COVENANTS. As For as long as holders of Boise Registrable Securities own at least 33% of the shares of Common Stock of the Company issued to holders of Boise Registrable Securities as of the date hereof (determined after giving effect to the issuance of Common Stock to Boise under the Purchase Agreement and as equitably adjusted for any portion of this Debenture remains outstandingstock splits, stock combinations, reorganizations, exchanges, merger, recapitalizations or similar transaction after the date hereof), from and after the date hereof, the Company shallshall unless it has received the prior written consent of Boise Majority Holders: (i) at all times cause to be done all things necessary to maintain, preserve and shall cause each renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect theretobusinesses; (aii) maintain and keep its material properties in good repair, working order and condition, and from time to time make all necessary or desirable repairs, renewals and replacements, so that its businesses may be properly and advantageously conducted in all material respects at all times; provided that in no event shall this Section 9(b) be deemed to require the making of capital expenditures in excess of the amount approved by the Company’s Board; (iii) pay and discharge as the same shall become due and payable: (i) when payable all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or its properties or assetsupon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all claims for labor, materials or supplies which if unpaid would by law become a lien, encumbrance or other restriction upon any of its property, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company generally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto; (iv) comply with all other material obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such Subsidiary; (ii) all lawful claims which, if unpaid, would by law obligations become a Lien upon its propertydue, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company or such Subsidiary; generally accepted accounting principles, consistently applied) have been established on its books and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)financial statements with respect thereto; (av) maintaincomply with all applicable laws, preserve rules and protect regulations of all governmental authorities, the violation of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not which would reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the business, condition (financial or otherwise), operating results, assets, liabilities, operations, business prospects or customer, supplier or employee relations of the Company and its Subsidiaries taken as a whole; v. comply (vi) apply for and continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are customary for well-insured companies of similar size engaged in similar lines of business; and (vii) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessGAAP.

AFFIRMATIVE COVENANTS. As The Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any portion of this Debenture remains outstandingLoan Document shall have been paid in full, unless the Required Lenders shall otherwise consent in writing, the Company shallBorrower will, and shall will cause each of its Restricted Subsidiaries (and, to the extent expressly set forth below, other applicable Subsidiaries) to: i. preserve Section 5.01 Existence, Maintenance of Licenses, Property. (a) Do or cause to be done all things necessary to preserve, renew and maintain keep in full force and effect its legal existenceexistence or form, rightsexcept (i) as otherwise expressly permitted under Section 6.05 and (ii) for the liquidation or dissolution of any Restricted Subsidiary if the assets of such Restricted Subsidiary exceed estimated liabilities and are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided, franchises and privileges that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Subsidiary Loan Parties. (b) Do or cause to be done all things necessary to (i) in the jurisdiction of its organizationBorrower’s reasonable business judgment obtain, preserve, renew, extend and qualify keep in full force and remain qualified as a foreign business entity in each jurisdiction in which qualification is effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary in view to the normal conduct of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) at all lawful claims whichtimes maintain and preserve all property necessary to the normal conduct of its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if unpaidany, would may be properly conducted at all times (in each case except as expressly permitted by law become a Lien upon its property, unless the same are being contested this Agreement); in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves each case in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and paragraph (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.

AFFIRMATIVE COVENANTS. As The Obligor hereby covenants that so long as this Agreement remains in effect or any portion of this Debenture amount due hereunder or under the Note remains outstandingoutstanding and unpaid, it will, unless otherwise consented to in writing by the Company shall, and shall cause each of its Subsidiaries toSecured Party: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) do all things necessary to preserve and keep in full force and effect its corporate existence, including, without limitation, all licenses or similar qualifications required by it to engage in business as presently conducted; and continue to (i) engage in business as presently conducted, and (ii) conduct business substantially as presently conducted or as otherwise permitted hereunder; (b) pay and discharge as the same shall become when due and payable: (i) all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or in respect of its assets or upon any properties or assetsbelonging to it, unless before the same are shall become delinquent or in default which, if unpaid, would reasonably be expected to give rise to liens or charges upon such assets or any part thereof; provided, however, that the Obligor shall not be required to pay any such tax, assessment, charge or levy which is being contested in good faith by appropriate proper proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by for the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the accrual of same are being contested in good faith maintained if required by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)GAAP; (ac) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with all federal, state and local laws and regulations, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations and requirements applicable to the requirements operation of its business (collectively, "Requirements") of all applicable laws governmental bodies, departments, commissions, boards, companies or associations insuring the Obligor or any of its assets, except where the failure so to comply would not have a material adverse effect ("Material Adverse Effect") on the Obligor or the assets; provided, however, that nothing provided herein shall prevent the Obligor from contesting the validity or the application of any Requirements; (d) keep proper records and all orders, writs, injunctions and decrees applicable to it or books of account with respect to its business or propertyactivities, in which proper entries reflecting all financial transactions are made. Such books and records shall be open at reasonable times and upon reasonable notice to inspection by the Secured Party; vi. [reserved](e) notify the Secured Party in writing, promptly upon learning thereof, of any litigation or administrative proceeding commenced or threatened against the Obligor which involves a claim in excess of one hundred thousand dollars ($100,000); (f) maintain at all times, preserve, protect and keep its assets used or useful in the conduct of its business in good repair, working order and condition, and make all needed and proper repairs, renewals, replacements and improvements thereof as shall be reasonably required in the conduct of its business; (g) to the extent necessary for the operation of its business, keep adequately insured by financially sound reputable insurers, all property of a character usually insured by similar entities and carry such other insurance as is usually carried by similar entities; (h) defend the title to the Collateral against all persons and against all claims and demands whatsoever, other than secured parties with priority lien positions; (i) keep the Collateral free and clear of all further liens, security interests, options or other charges or encumbrances, except as authorized herein and in the ordinary course of the Obligor’s business; (j) in addition to the requirements set forth in Section 1.2 herein, on at least twenty (20) days notice in writing by the Secured Party, furnish further assurance of title, execute any written agreement or do any other acts necessary to effectuate the purposes and provisions of this Agreement, execute any instrument or statement required by law or otherwise in order to perfect, continue or terminate the security interest of the Secured Party in the Collateral including, but not limited to, filing the proper UCC financing statements and entering into account control agreements with the Obligor’s banking institutions, and pay all costs in connection therewith; (k) retain possession of the Collateral and not remove, sell, exchange, assign, loan, deliver, lease, license, mortgage or otherwise dispose of same outside of the normal course of business without the prior written consent of the Secured Party; and vii. maintain (al) insurance with financially sound and reputable insurance companies promptly give notice in at least writing to the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons Secured Party of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws occurrence of any state default or jurisdiction in Event of Default under this Agreement or of any default under any other material instrument or agreement to which it may be engaged in businessany of them is a party.

AFFIRMATIVE COVENANTS. As long as any portion From and after the Closing Date until the Preferred Expiration Date, the Company and the Board shall, and shall take all action possible to ensure that each Subsidiary of this Debenture remains outstanding, the Company shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in unless it has received the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer prior written consent of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions Majority Trailer Investors (which the Company has taken and proposes to take with respect thereto;consent may be withheld in their sole discretion): (a) at all times cause to be done all things necessary or reasonably required to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary or reasonably required to the conduct of its businesses; (b) maintain and keep its material properties in good repair, working order and condition (normal wear and tear excepted), and from time to time make all necessary or reasonably required repairs, renewals and replacements so that its businesses may be properly and advantageously conducted in all material respects at all times; provided that in no event shall this Section 5.2(b) be deemed to require the making of capital expenditures in excess of the amount approved by the Board; (c) pay and discharge as the same shall become due and payable: (i) when payable all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or its properties or assetsupon the income or profits therefrom (in each case, before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies which if unpaid would by law become a Lien upon any of its property, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by generally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto; (d) comply with all other material obligations which it incurs pursuant to any Material Contract (as such term is defined in the Company or Purchase Agreement), as such Subsidiary; (ii) all lawful claims which, if unpaid, would by law obligations become a Lien upon its propertydue, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company or such Subsidiary; generally accepted accounting principles, consistently applied) have been established on its books and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)financial statements with respect thereto; (ae) maintaincomply with all applicable laws, preserve rules and protect regulations of all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply governmental authorities in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or propertyrespects; vi. [reserved]; and vii. maintain (af) insurance apply for and continue in force with financially sound and reputable insurance companies adequate insurance covering risks of such types and in at least the such amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons customary for companies of comparable similar size as the Company and its Subsidiaries and engaged in the same or similar lines of business as the Company and its Subsidiaries; (g) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP; and (h) reserve and (b) all worker’s compensationkeep available out of the authorized but unissued shares of Common Stock, employer’s liability insurance or similar insurance solely for the purpose of providing for the exercise of the Warrant, such number of shares of Common Stock as may be required under shall from time to time equal the laws number of any state or jurisdiction in which it may be engaged in businessshares sufficient to permit the exercise of the Warrant.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, A. The Borrower hereby covenants with and undertakes to ICF that the Company Borrower shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) Utilise the Loan only for the Purpose and for no other purpose whatsoever; (b) Observe and perform all the terms and conditions contemplated under the Finance Documents; (c) Inform ICF at regular intervals of the progress of the Purpose and shall promptly notify ICF any event or circumstance which might cause a delay in the commencement or completion of such Purpose; (d) If the Property is to be acquired, constructed or renovated, ensure that the Property is acquired/ construction/ renovations will be completed on the land comprising the Property as indicated in the Finance Documents and in accordance with the sanctioned plan and the Borrower will obtain and produce to ICF a certified true copy of occupation/ completion certificate/permission for renovations (if applicable) issued by the concerned municipal and/ or other concerned authority and keep ICF informed of the progress of construction/renovation/expansion of the Property. ICF shall promptly be notified of any event or circumstances which might cause a delay in the commencement or completion of the construction/renovation of the Property or delay in the acquisition of the Property; (e) Maintain the Property in good order and condition and all necessary repairs, additions and improvements thereto will be made during the currency of the Loan and that the Borrower will ensure that the value of the Property does not diminish; (f) Forthwith notify ICF of any change in the employment, business or profession of the Borrower. In the event the Borrower is self-employed, the Borrower hereby undertakes to keep ICF informed about the financials of his/her business on a regular basis as may be notified to him/her by ICF. In the event the Borrower is a company, partnership, trust, HUF or sole proprietary, the Borrower shall provide ICF such information and/ or documents as may be required by ICF from time to time; (g) Duly and punctually comply with all the terms and conditions of holding the Property and all the rules, regulations, bye-laws, etc., of the concerned Co-operative Society, association, company or any other competent Authority, and pay such maintenance and discharge other charges for the upkeep of the Property as also any other dues, etc., as may be payable in respect of the same Property and/or of the use thereof and shall become due pay all taxes, municipal taxes, ground rent and payable: other municipal and local charges in accordance with the municipal laws and regulations; (h) Keep himself/herself/itself acquainted with the rules, regulations and policies of ICF, in force from time to time, in relation to availing financial facilities from ICF; (i) all tax liabilitiesEnsure that the Property is insured against fire, assessments earthquake, flood, ▇▇▇▇▇, ▇▇▇▇▇▇▇, typhoon and governmental charges such other risks, natural calamities or levies upon it or its properties or assetshazards, unless as may be required by ICF, with ICF being made the same sole beneficiary under the policy/ies, for a value as required by ICF and shall ensure that the insurance policy/ies is/are being contested in good faith valid, subsisting and operative by appropriate proceedings diligently conducted (which proceedings have complying with the effect terms of preventing issue of such insurance policy/ies including the forfeiture or sale timely payment of the property premium for such policy/ies and produce evidence thereof to ICF from time to time and wherever called upon to do so; (j) Promptly inform ICF of any loss or assets subject damage to Property due to any reason including fire, earthquake, flood, ▇▇▇▇▇, ▇▇▇▇▇▇▇ or typhoon or malicious damage or any act of God; (k) Allow any person authorised by ICF to have free access to the Property for the purpose of inspection of the Property; (l) Forthwith notify ICF of: i) Any dispute which might arise between the Borrower and any third party or any Authority in relation to the Property; ii) Any distress or execution being levied against the Property or any part thereof; iii) Any circumstance which may affect the ability of the Borrower to comply with the terms and conditions of the Finance Documents; iv) Change in the Borrower’s address (m) Do, perform and execute all such Lienacts, deeds, matters, things, agreements, documents, deeds, writings, papers, indemnities, power of attorney, instruments etc. as ICF nay consider necessary either for the perfection of the Security/Security Interest or to carry out the intent of the Finance Documents; (n) Create the Security Interest/first and adequate reserves exclusive mortgage over the Property in accordance favour of ICF in such form, substance and manner as may be required by ICF; (o) Timely and at the cost of the Borrower register and/or file the Security Interest created in favour of ICF, in such form and manner as may be acceptable to ICF, with GAAP the registrars, registry and authorities as mentioned in the Schedule hereto and with such other Authority/register as may be required under Law or by ICF; (p) Submit all the original title deeds in relation to the Property with ICF; (q) Permit ICF and all other persons authorised by ICF to inspect all the books of accounts and other records of the Borrower; (r) Ensure timely payment of the EMI and all Outstanding Amounts to ICF and ensure that the Repayment Instrument(s) issued towards payment of the EMI are being maintained honored on presentation. The Borrower shall ensure that his/her/its bank account has been debited towards the EMI and in case of his/her/its account not been so debited, the Borrower shall be obliged to inform ICF in this regard within two (2) Business Days from the due date of such EMI; (s) Pay, bear and/or reimburse ICF all costs, charges, expenses for any purpose relating to the Finance Documents including any taxes, stamp duties, rates, duties, charges and any other imposts and obligations (whether existing or which may become payable in future) pertaining to Loan or the Finance Documents or for enforcing the terms thereof; (t) Provide such information/document to ICF as may be required by ICF, from time to time, in relation to the Borrower, its employment, trade, business and/or profession and/or in relation to the Property; (u) Exercise due care and caution (including, where necessary, by obtaining advise of tax/ legal/ accounting/ financial/ other professionals) prior to taking of the decision, acting or omitting to act, in respect of financing and/ or the Property and further agrees, confirms and acknowledges that ICF is not responsible for any delay in construction/ giving of possession/ completion/ renovation of the Property including where ICF may have approached/ sanctioned or otherwise provided by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested Borrower any information in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale respect of the property or assets subject builder/ developer/ seller of the Property; (v) Ensure that the documents pertaining to any such Lien) and adequate reserves in accordance with GAAP are being maintained acquisition of Property as entered into by the Company Borrower or such Subsidiary; executed for and (iii) all Indebtednesson behalf of the Borrower which is the subject matter of the Loan are valid and subsisting during the tenure of the Loan, as and when due and payable, but subject to the terms of this Debenturethe Finance Documents, and the legal and beneficial ownership of the Property shall continue being in the name of the Borrower during the tenure of the Loan subject to the terms of the terms of Finance Documents; (w) If the Borrower is a company, register the charge created in favour of ICF in proper form with the Register of Companies within a period of thirty (30) days from the date of creation of charge; (x) Ensure that the Borrower has a clear and marketable title to the Property offered or to be offered as Security Interest, and the same is free from all reasonable doubts and encumbrances; (y) If the Borrower is not an individual, promptly inform ICF of change in location of its office/ registered office, name, main business activity of the Borrower; (z) Ensure that any Security provided by the Borrower to ICF/ICF Group under any other credit facility shall be available to ICF under the Finance Documents upon the occurrence of a Default under the Finance Documents and vice versa; (aa) Furnish such number of PDCs to ICF as may be required by ICF; (bb) Forthwith issue fresh Repayment Instrument(s) to ICF as may be required by ICF in the event of any change/variation in (i) the date of payment of the EMIs or the PEMIIs; (ii) the amount of principal, interest, EMIs or PEMIIs; or (iii) the numbers thereof; (cc) At all times during the continuance of the Loan, maintain the LTV as indicated in the Sanction Letter/Finance Documents or as may be communicated by ICF from time to time. B. The Borrower further agrees, confirms, undertakes and covenants as follows: (a) Without prejudice to the other rights of ICF under Law and the Finance Documents, in case LTV falls below the value as indicated in the Sanction Letter/Finance Documents or as communicated to the Borrower, ICF may require the Borrower to restore the LTV and the Borrower shall make up the difference either by payment in cash to ICF or by causing the delivery to ICF of additional security, acceptable to ICF, of the value necessary to make up the amount of shortfall forthwith upon occurrence of such shortfall; (b) timely file The Borrower agrees, accepts and acknowledges that ICF’s standard internal loan-to-security value criteria, currently margin standards and requirements, to-up sell-out periods, requirements and procedures, are at all material tax returns required times determined by ICF in its discretion based on ICF’s internal policies prevailing from time to time, and that such internal criteria, standards, requirements and/ or procedures shall be filed applied in the event that the terms and conditions of this Agreement/Finance Documents are inconsistent with or contrary to such revised criteria, standards, requirements and/ or procedures, ICF shall so inform the Borrower of such inconsistency and the terms of this Agreement/Finance Documents shall thereafter be deemed to have been and stand amended or modified to the extent necessary without the requirement of any further action of the part of ICF and/ or the Borrower; (subject c) The valuation of the Property done by ICF shall be conclusive proof of the value of such Property and shall be binding on the Borrower. The Borrower agrees to accept such valuation done by ICF without any valid extensiondemur or protest; (d) If the Borrower fails to restore the LTV with additional Security Interest in the manner as aforesaid, ICF shall be entitled to sell or redeem the Property over which ICF has Security Interest in relation to the Loan; The sale/redemption proceeds shall be applied in reduction of the Outstanding Amount in such order as ICF may deem fit. (e) The Borrower may sell, transfer and/or dispose the Property only with the prior written consent of ICF. The sale/redemption proceeds upon such sale, transfer and/or disposition with the prior written consent of ICF shall be applied in reduction of the Outstanding Amount in such order as ICF may deem fit; (f) In addition, ICF shall be entitled, but not obligated to, and the Borrower does hereby authorize ICF to take on behalf of the Borrower all actions deemed necessary to mitigate any loss or preserve the Property or the Security Interest; (g) The Borrower agrees, accepts and acknowledges that ICF’s standard internal LTV criteria, and requirements, are at all times determined by ICF at its discretion based on its internal policies prevailing from time to time; (h) Without prejudice to ICF’s rights under the Finance Documents, the interest and the other amounts payable by the Borrower shall be charged/debited to the Borrower’s Loan account on the respective due dates thereof and shall be deemed to form part of the Outstanding Amount. Such interest and other amounts shall, accordingly attract interest at the Rate of Interest as applicable to the Loan in terms of the Finance Documents until realisation thereof by ICF; (i) ICF shall be authorised to fill in any and all relevant details in any Repayment Instrument(s)/Repayment Cheque(s)/instruments/documents or endorse the Repayment Instrument(s)/Repayment Cheque(s) in any manner as ICF may deem fit and/or necessary in its sole discretion; (j) If a Borrower is a Non Resident Indian, the Borrower agrees to repay the Loan in accordance with the rules, regulations, guidelines and norms of the Reserve Bank of India (“RBI”); (ak) maintainIf a Borrower is a trust, preserve and protect all the Purpose of its material properties and equipment necessary in the operation Loan is for the fulfilment of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have purpose of the Borrower being a Material Adverse Effecttrust; v. comply (l) If a Borrower is a HUF, the Purpose of the Loan is for the benefit of the estate of the Borrower being a HUF or is a legal necessity and the payment/re-payment of the Outstanding Amount in all material respects with respect of the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessLoan constitutes a legal necessity.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstandingFrom and after the Effective Date, the Company covenants to the Management Investors that it shall, and shall cause each of its Subsidiaries to: i. preserve (i) permit any representatives designated by the Management Investors, upon reasonable notice and maintain its legal existenceduring normal business hours and such other times as the Management Investors may reasonably request, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay visit and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale inspect any of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by properties of the Company or such Subsidiary; (ii) all lawful claims whichand its Subsidiaries, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve examine the corporate and protect all financial records of the Company and its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; Subsidiaries and (bc) make all necessary repairs thereto discuss the affairs, finances and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects accounts of any such Persons with the requirements directors, officers, key employees and independent accountants of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; provided that the Company shall have the right to have a member of the Board or a representative of the Board present in connection with the exercise of rights by the Management Investors pursuant to this paragraph 2C(i); provided further that all of the information disclosed to the Management Investors or their representatives pursuant to this paragraph 2C(i) shall be treated as confidential and shall not be disclosed to any third Person (band the Management Investors and their representatives shall, at the request of the Company, execute customary confidentiality agreements in respect thereof, prior to gaining access to any such information); (ii) have issued the entire equity interests available for issuance under the Company's Management Equity Plan to members of the management of JSG or other persons recommended by the Company's chief executive officer; (iii) allocate all worker’s compensationequity interests under the Company's Management Equity Plan not previously allocated only after receiving the recommendation of the Company's chief executive officer as to how such equity interests should be allocated (with it being understood that the Company shall not unreasonably withhold its approval or unnecessarily delay its decision with respect to such recommendations); and (iv) reallocate equity interests purchased from departing members of management in the manner determined by the Company's chief executive officer in consultation with the Company's Compensation Committee as to how such equity interests should be reallocated (which consultation may occur after the reallocation has occurred); provided that notwithstanding this clause (iv), employer’s liability insurance or similar insurance as no equity interests may be required under reallocated to any Management Investor or its successors or assigns without the laws consent of any state or jurisdiction in which it may be engaged in businessthe Company's Compensation Committee.

AFFIRMATIVE COVENANTS. As The Company hereby covenants that so long as this Agreement remains in effect or any portion of this Debenture amount due hereunder or under the Notes remains outstandingoutstanding and unpaid, the Company shallit will, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges unless otherwise consented to in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer writing by Majority Consent of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto;Note holders (as defined in Section 5.7): (a) pay Do all things necessary to preserve and keep in full force and effect its corporate existence, including, without limitation, all licenses or similar qualifications required by it to engage in its business in all jurisdictions in which it is at the time so engaged; and continue to engage in business of the same general type as conducted as of the date hereof; and (ii) continue to conduct its business substantially as now conducted or as otherwise permitted hereunder; (b) Pay and discharge as the same shall become promptly when due and payable: (i) all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property before the same shall become delinquent or in default, which, if unpaid, might reasonably be expected to give rise to liens or charges upon such properties or assetsany part thereof, unless unless, in each case, the same are validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted (which proceedings have and the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and Company has maintained adequate reserves with respect thereto in accordance with GAAP GAAP; (c) Comply in all material respects with all federal, state and local laws and regulations, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations and requirements applicable to it (collectively, "Requirements") of all governmental bodies, departments, commissions, boards, companies or associations insuring the premises, courts, authorities, officials or officers which are being maintained by applicable to the Company or such Subsidiaryany of its properties, except where the failure to so comply would not have a material adverse effect ("Material Adverse Effect") on the Company or any of its properties; provided, however, that nothing provided herein shall prevent the Company from contesting the validity or the application of any Requirements; (iid) Keep proper records and books of account with respect to its business activities, in which proper entries, reflecting all lawful claims whichof their financial transactions, if unpaidare made in accordance with GAAP. Such books and records shall be open at reasonable times and upon reasonable notice to the inspection of each Investor and the Agent; (e) Notify the Agent and the Investors in writing, would by law become promptly upon learning thereof, of any litigation or administrative proceeding commenced or threatened against the Company which involve a Lien claim in excess of $50,000; (f) Promptly pay and discharge all taxes, assessments and governmental charges or levies imposed upon it or upon its propertyincome and profits, unless or upon any properties belonging to it before the same are shall be in default; provided, however, that the Company shall not be required to pay any such tax, assessment, charge or levy which is being contested in good faith by appropriate proper proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP for the accrual of same are being maintained if required by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)GAAP; (ag) maintainMaintain at all times, preserve preserve, protect and protect all of keep its material properties and equipment necessary property used or useful in the operation conduct of its business in good repair, working order and condition, ordinary wear and tear excepted; and (b) from time make all necessary repairs thereto needful and renewals proper repairs, renewals, replacements and replacements improvement thereof except where as shall be reasonably required in the failure to do so could not reasonably be expected to have a Material Adverse Effectconduct of its business; v. comply in (h) To the extent necessary for the operation of its business, keep adequately insured by financially sound reputable insurers, all material respects with property of a character usually insured by similar corporations and carry such other insurance as is usually carried by similar corporations; (i) Defend the requirements title to the Collateral against all persons and against all claims and demands whatsoever; (j) Keep the Collateral free and clear of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or propertyfurther Encumbrances except as authorized herein; vi. [reserved](k) On at least twenty (20) days notice in writing by the Agent, furnish further assurance of title, execute any written agreement or do any other acts necessary to effectuate the purposes and provisions of this Agreement, execute any instrument or statement required by law or otherwise in order to perfect, continue or terminate the security interest of the Investors, in the Collateral and pay all costs of filing in connection therewith; (l) Retain possession of the Collateral and not remove, sell, exchange, assign, loan, deliver, lease, license, mortgage or otherwise dispose of same outside of the normal course of business without the prior written consent of the Agent; and vii. maintain (am) insurance with financially sound Promptly give notice in writing to the Agent and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons Investors of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws occurrence of any state default or jurisdiction in Event of Default (as hereinafter defined) under this Agreement or of any default under any other material instrument or agreement to which it may be engaged in businessis a party.

AFFIRMATIVE COVENANTS. As long as any portion Until repayment in full of this Debenture remains outstandingthe Loan and performance of all other obligations of the Borrower hereunder, and unless otherwise amended by the Lender in accordance with Section 9.03, the Company Borrower shall: (a) Notify the Lender promptly after the discovery by any officer of the Borrower of the occurrence of (i) any Event of Default, and shall cause each or any event which with the giving of notice or lapse of time, or both, would constitute an Event of Default; (ii) any material litigation or proceedings that are instituted against the Borrower or its Subsidiaries to: i. preserve or any of their respective assets; and maintain its legal existence, rights, franchises and privileges (iii) any other development in the jurisdiction business or affairs of the Borrower or its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in Subsidiaries which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to ; in each case describing the Holder, promptly upon becoming aware nature thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which action the Company has taken and Borrower proposes to take with respect thereto; (ab) Pay and discharge, and cause each of its Subsidiaries to pay and discharge as the same shall become due and payable: (i) discharge, all tax liabilitiesmaterial taxes, assessments and governmental charges or levies upon it or it, its income and its properties or assetsprior to the date on which penalties are attached thereto, unless and to the same are being extent only that such taxes, assessments and governmental charges shall be contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company Borrower or such Subsidiary; (ii) all lawful claims which, if unpaidas the case may be, would by law become a Lien upon and that the Borrower or such Subsidiary shall have set aside on its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and books adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)therefor; (ac) maintainMaintain its existence, preserve and protect all qualify and remain qualified to do business in each material jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary and cause each of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure Subsidiaries so to do so could not reasonably be expected to have a Material Adverse Effectdo; v. comply in all material respects (d) Comply with the requirements of all applicable agreements, contracts, laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; vi. [reserved](e) Not directly or indirectly convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business assets to any person or entity other than a Subsidiary, without the express written consent of the Lender; and vii. maintain (af) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same Not directly or indirectly make any distribution or similar business as payment to the Company direct or indirect holders of its equity interests (i) if at the time proposed for such payment an Event of Default has occurred and its Subsidiariesis continuing (or would result therefrom); or (ii) if at the time proposed for such payment any accrued and unpaid interest or other amounts due and payable (bincluding any outstanding principal that is then due and payable) all worker’s compensationremain outstanding under this Agreement, employer’s liability insurance or similar insurance as may be required under without the laws express written consent of any state or jurisdiction in which it may be engaged in businessthe Lender.

AFFIRMATIVE COVENANTS. As So long as any portion Outstanding Amount shall remain unpaid with respect to any Advance furnished by the Bank hereunder, the Borrower shall at all times: Material Compliance with Laws ----------------------------- Comply, in all material respects which bear any relation to this Agreement, with all applicable laws rules, regulations and orders and obtain and maintain all licenses and approvals as are required under applicable law for the validity or performance of this Debenture remains outstandingAgreement. Payment of Taxes and Material Obligations ----------------------------------------- Pay and discharge, the Company shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as before the same shall become due and payable: delinquent, (i) all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or upon its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims whichthat, if unpaid, would might by law become a Lien lien upon its property; provided, unless that the same are Borrower shall not be required to pay or discharge any such tax, assessment, charge, claim or obligation that is being contested in good faith and by proper proceedings and as to which appropriate proceedings diligently conducted (reserves are being maintained, unless and until and action is taken to enforce any lien resulting therefrom attached to its property. Maintenance of Books -------------------- Keep proper books or record and account, in which proceedings have full and correct entries shall be made of all financial transactions and the effect of preventing the forfeiture or sale assets and business of the property or assets subject to any such Lien) and adequate reserves Borrower in accordance with GAAP are being maintained by the Company or such Subsidiary; generally accepted accounting principles in effect from time to time. Maintenance of Properties ------------------------- Maintain and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary that are used or useful in the operation conduct of its business in good working order and condition, ordinary wear and tear excepted. Reporting Requirements ---------------------- Furnish to the Bank, as soon as available and in any event within three (3) months after the end of each fiscal year and fiscal half year, a copy of all relevant financial statements or other statement or information relating to the business and financial condition of the Borrower and the Guarantor as may from time to time be requested by the Bank, with a verification as to the accuracy of such information. Further, the Borrower shall promptly notify the Bank in writing of any substantial change in its shareholders, management or constitutive documents; and (b) make all necessary repairs thereto and renewals and replacements thereof except where it shall promptly notify the failure to do so could not reasonably be expected to Bank if there is any litigation that if adversely determined would have a Material Adverse Effect; v. comply in all material respects with adverse effect on the requirements financial condition or operations of all applicable laws and all ordersthe Borrower, writsor which would affect the legality, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintainedvalidity, and against such risks as are typically insured against, by Persons enforceability of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessthis Agreement.

AFFIRMATIVE COVENANTS. As long The Seller hereby covenants and agrees with the Company that, except (i) as permitted by this Agreement, (ii) as disclosed in the Seller Disclosure Schedule, (iii) as required by Law or a Governmental Authority of competent jurisdiction, provided, that prior to failing to take any portion of this Debenture remains outstandingsuch action, the Seller notifies the Company shall, thereof and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of extent required by the Company, together with a statement uses its reasonable best efforts to take any such action otherwise subject to such Law or Governmental Authority, or (iv) as otherwise consented to in writing by the Company, during the period from the date hereof to the earlier of such executive officer setting forth the details Effective Time or the termination of such Event of Default this Agreement pursuant to Article VIII, the Seller will, and the actions which the Company has taken and proposes to take with respect thereto;Seller will cause each Seller Subsidiary, to: (a) pay operate its business only in the usual, regular and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance ordinary course consistent with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and past practices; (b) timely file use all material tax returns required reasonable best efforts to be filed (subject to any valid extension)preserve intact its business organization and assets, maintain its rights and franchises, retain the services of its officers and key employees and maintain its relationships with customers; (ac) maintain, preserve use all reasonable best efforts to maintain and protect all of keep its material properties and equipment necessary in the operation of its business in good working order repair and conditioncondition as at present, ordinary wear and tear excepted; (d) cooperate with the Company in its efforts to obtain information and title insurance with respect to real property owned or leased by the Seller or any of the Seller Subsidiaries, including, without limitation, efforts to communicate with and obtain Consents and/or estoppels from landlords and tenants, and the execution and delivery as of the Effective Time of standard title affidavits, deeds and other documents as may be reasonably necessary to reflect the transaction in the real estate records of the states in which real property is located and/or to obtain title insurance; (e) use all commercially reasonable best efforts to keep in full force and effect director and officer liability insurance comparable in amount and scope of coverage to that now maintained by it (the “Existing D&O Policy”); (f) perform in all material respects all obligations required to be performed by it under all material Contracts relating to or affecting its assets, properties and business; (g) comply with and perform in all material respects all obligations and duties imposed upon it by all applicable Laws; and and (bh) make all necessary repairs thereto and renewals and replacements thereof except where the failure not to do so could not reasonably take any action or fail to take any action which can be expected to have a Seller Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.

AFFIRMATIVE COVENANTS. As long Except as any portion of otherwise permitted in writing by Interchange or required by this Debenture remains outstandingAgreement, from the Company shalldate hereof until the Effective Time, BVB shall and shall cause each of its the BVB Subsidiaries to: i. preserve and maintain A. Maintain its legal existence, rights, franchises and privileges corporate existence in good standing; B. Maintain the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view general character of its business and operations or the ownership of conduct its properties business in its ordinary and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effectusual manner; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves C. Extend credit only in accordance with GAAP are being maintained existing lending policies; D. Use all reasonable efforts to preserve its business organization intact; to retain the services of its present employees, officers, directors and agents; to retain its present customers, depositors, suppliers and correspondent banks; and to preserve its goodwill and the goodwill of its suppliers, customers and others having business relationships with it; E. Use all reasonable efforts to obtain any approvals or consents required to maintain all existing contracts, leases and documents relating to or affecting its assets, Properties and business; F. Maintain all offices, machinery, equipment, materials, supplies, inventories, vehicles and other Properties owned, leased or used by it (whether under its control or the Company or such Subsidiary; (ii) all lawful claims whichcontrol of others), if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order operating repair and condition, ordinary wear and tear excepted; ; G. Maintain and (b) make keep in full force and effect, in all necessary repairs thereto material respects, presently existing insurance coverage and renewals give all notices and replacements thereof except where present all claims under all insurance policies in due and timely fashion; H. Comply in all material respects with all laws, regulations, ordinances, codes, orders, licenses and permits applicable to the failure to do so properties and operations of BVB, the non-compliance with which could not reasonably be expected to have a Material Adverse EffectEffect on BVB; v. comply I. Permit Interchange and its representatives to examine its books, records and Properties and to interview officers, employees and agents at all reasonable times when it is open for business; J. Timely file all tax returns required to be filed by it and promptly pay all taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings; K. Withhold from each payment made to each of its employees the amount of all material respects taxes (including, but not limited to, federal income taxes, FICA taxes and state and local income and wage taxes) required to be withheld therefrom and pay the same to the proper tax receiving officers; L. Continue to follow and implement policies, procedures and practices regarding the identification, monitoring, classification and treatment of all assets in substantially the same manner as it has in the past; M. Account for all transactions in accordance with GAAP (unless otherwise instructed by RAP, in which instance account for such transaction in accordance with RAP) and maintain the allowance for loan losses account for BVB in an adequate amount to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans of BVB, but in no event shall BVB's allowance for loan losses account be less than 0.95% of its total loans outstanding; N. Promptly charge-off all loans past due 90 days or more, and charge-off all loans reasonably anticipated to be 90 days or more past due as of the Closing Date. O. Pay (or establish adequate reserves for) all costs, expenses and other charges to be incurred by BVB associated with the requirements cancellation of all applicable laws and all orders, writs, injunctions and decrees applicable any Contracts to it be cancelled as a result of the Merger (including without limitation the cost of termination of its existing data processing agreement). P. Pay (or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (bestablish adequate reserves for) all worker’s compensationcosts, employer’s liability insurance or similar insurance as may expenses and other charges to be required under incurred by BVB associated with the laws of any state or jurisdiction in which it may be engaged in businessMerger.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, Unless the Company shall, and Investors shall cause each of its Subsidiaries tootherwise agree: i. preserve and (a) The Borrower shall (i) maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, existence and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of to do its business as currently conducted, (ii) maintain all approvals necessary for the Financing Documents to be in effect, and operations or the ownership of (iii) operate its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holderprincipal business with commercially reasonable due diligence, promptly upon becoming aware thereof (efficiency and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together conformity with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto;sound business practices. (ab) pay The Borrower shall comply in all material respects with all applicable laws, rules, regulations and discharge as orders of any Government Authority, except where the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being necessity of compliance therewith is contested in good faith by appropriate proceedings diligently conducted or where the failure to so comply, individually or in the aggregate, would not have a Material Adverse Effect. (which proceedings have c) The Borrower shall obtain, make and keep in full force and effect all licenses, contracts, consents, approvals and authorizations from and registrations with Government Authorities that may be required to conduct its business, except where the failure to obtain, make or keep in full force and effect of preventing the forfeiture or sale any of the property foregoing would not have a Material Adverse Effect. (d) The Borrower shall promptly notify the Investors of the occurrence of (i) any Default or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company Event of Default; or such Subsidiary; (ii) all lawful claims whichany claims, if unpaidlitigation, would by law become arbitration, mediation or administrative or regulatory proceedings that are instituted or threatened against the Borrower, except for matters that, individually or in the aggregate, could not have a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such SubsidiaryMaterial Adverse Effect; and (iii) all Indebtednesseach event which, as and when due and payableat the giving of notice, but subject to lapse of time, determination of materiality or fulfillment of any other applicable condition (or any combination of the foregoing), could constitute an event of default (however described) under any of the Financing Documents. (e) The Borrower shall comply with the terms of this Debenture; and (b) timely file all material tax returns required to be filed each of the Financing Documents (subject to any valid extensioncure or grace periods therein);. (ai) maintainIf the Borrower is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, preserve the Borrower will provide quarterly financial statements for itself and protect its Subsidiaries with 45 days after the end of each quarter, and annual financial statements within 120 days after the end of each year; (ii) the Borrower will timely file with the SEC (subject to appropriate extensions made under Rule 12b-25 of the Exchange Act) any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act; (iii) the Borrower and its Subsidiaries will provide to the Investors copies of all documents, reports, financial data and other information as the Investors may reasonably request, and permit the Investors to visit and inspect any of the properties of the Borrower and its material properties Subsidiaries, and equipment necessary in to discuss its and their affairs, finances and accounts with its and their officers, all at such times as the Investors may reasonably request; and (iv) the Investors shall have the right to consult with and advise the management of the Borrower and its Subsidiaries on matters relating to the operation of its business in good working order the Borrower and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstandingBorrower covenants to Lender and agrees that until the Loans and all other Indebtedness shall be fully paid and discharged, the Company shall, and shall cause each of its Subsidiaries toit will: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay Preserve and discharge as maintain its corporate existence and good standing in the same shall become due state of Illinois and payable: (i) all tax liabilitiesits qualification to do business in each other country, assessments and governmental charges state or levies upon it or its properties or assetsprovince where, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale because of the property nature of its activities or assets subject properties, the failure of Borrower to any such Lien) and adequate reserves in accordance with GAAP are being maintained by be so qualified would have a material adverse effect on its financial conditions or operations or on the Company security interest or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale rights of the property or assets subject to any such Lien) and adequate reserves Lender in accordance with GAAP are being maintained by the Company or such SubsidiaryCollateral; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and and (b) timely file Keep its chief place of business and chief executive office and the office where it keeps its records concerning its Accounts and General Intangibles, and the office where it keeps all material tax returns required originals of all chattel paper which evidence Accounts and General Intangibles, at the Borrower’s address specified above in the first paragraph of this Agreement, or, upon thirty (30) days prior written notice to be filed (subject the Lender, at such other location in the State of Illinois. The Borrower will hold and preserve such records and chattel paper and will permit representatives of the Lender at any time during normal business hours to any valid extension);inspect and make abstracts from such records and chattel paper; and (ac) maintainKeep Borrower’s Equipment, Inventory and all other tangible personal property at the Borrower’s address(es) specified in Exhibit C attached hereto, or, upon thirty (30) days prior written notice to the Lender, at such other location in the State of Illinois; and (d) Maintain, keep and preserve and protect all of its material properties (tangible and equipment intangible) necessary or useful in the operation proper conduct of its business in good working order and condition, ordinary wear and tear excepted; and (e) Take all actions necessary or required by law to protect and preserve the Collateral, the rights of the Borrower and Lender thereunder, and the priority of the lien granted thereby, including, without limitation, the payment of all amounts required for that purpose; and (f) Continue to engage in a business of the same general type as now conducted by it on the date of this Agreement; and (g) Keep adequate records and books of account, in which complete entries will be made in accordance with GAAP, reflecting all of its financial transactions; and (h) Keep and maintain at Borrower’s own cost and expense satisfactory and complete records of the Collateral in a manner consistent with Borrower’s current business practice, including, without limitation, a record of all payments received and all credits granted with respect to such Collateral. Borrower shall, for the Lender’s further security, deliver and turn over to the Lender or the Lender’s designated representatives at any time following the occurrence of an Event of Default and upon three (3) days’ notice from the Lender or the Lender’s designated representative, any such books and records (including, without limitation, any and all computer tapes, programs and source codes relating to such Collateral in which Borrower has an interest or any part or parts thereof; in such event Lender shall provide Borrower with true and complete copies of such books and records); and (i) Furnish Lender, from time to time, with such information relevant to this Agreement and Borrower’s performance hereunder as Lender may request; and (j) Immediately upon the execution of this Agreement, make appropriate entries upon its books disclosing Lender’s security interest in the Collateral. Upon Lender’s request, following an Event of Default, Borrower will execute and deliver all papers and instruments, and do all things required by Lender to facilitate collection of the Collateral; and (k) Provide Lender from time to time, promptly upon request of Lender, with a comprehensive updated list of all Account Debtors of Borrower, including their current addresses and telephone numbers; and (1) Advise the Lender promptly, in reasonable detail, of (i) any lien, security interest, encumbrance, or claim made by or asserted against any or all of the Collateral, and (ii) the occurrence of any other event which would have a material adverse effect on the aggregate value of such Collateral or on the security interests and liens with respect to such Collateral created hereunder; and (m) At all times during normal business hours, upon reasonable advance notice (unless in the Lender’s reasonable judgment a rapid deterioration or loss to any Collateral is threatened, in which case no notice shall be given), permit the Lender, or any agent or representative thereof to examine and make copies of and abstracts from the records and books of account of Borrower and visit the properties of Borrower, and to discuss the affairs, finances, and accounts of Borrower with any of its officers, directors and independent accountants; and (n) Promptly, upon the Borrower’s learning thereof, (a) inform the Lender in writing, of any material delay in Borrower’s performance of any of its obligations to any Account Debtor; and (b) make furnish to and inform the Lender of all necessary repairs thereto and renewals and replacements thereof except where material adverse information relating to the failure to do so could not reasonably be expected to have a Material Adverse Effect;financial condition of any Account Debtor; and v. comply (o) Comply in all material respects with the requirements of all applicable laws laws, ordinances, rules and all ordersregulations to which it is subject and not fail to obtain any licenses, writspermits, injunctions and decrees applicable franchises, or other governmental authorizations necessary to it the ownership of its properties or to the conduct of its business business, which violation or property; vi. [reserved]failure to obtain would materially and adversely affect the business, prospects, profits, properties, condition (financial or otherwise) of Borrower, or the security interest, or rights of the Lender in the Collateral; and vii(p) Promptly after the commencement thereof, give the Lender notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting Borrower, which, if determined adversely to Borrower, could have a material adverse effect on its financial condition, properties or operations; and (q) Pay and discharge all material obligations of whatever nature, or otherwise satisfy them at or before maturity or before they become delinquent and any additional costs are imposed as a result thereof, except those contested by Borrower in good faith, with due diligence, provided the Lender’s security interest or rights in the Collateral or any portion thereof, is not, or could not be, in the Lender’s sole opinion, affected, impaired or modified; and (r) Give the Lender written notice as soon as possible and in any event within three (3) days after Borrower obtains knowledge of the occurrence of each Event of Default hereunder, setting forth the details of such Event of Default and the action which is proposed to be taken by Borrower with respect thereto; and (s) In any suit, proceeding or action brought by the Lender with respect to any of Borrower’s Accounts or General Intangibles or other property comprising part of the Collateral, the Borrower will save, indemnify and keep the Lender harmless from and against all expenses, loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by Borrower of any obligation or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligor or its successors from Borrower, and all such obligations of Borrower shall be and shall remain enforceable against and only against Borrower and shall not be enforceable against the Lender; and (t) Promptly after the sending or filing thereof, provide the Lender with copies of all proxy statements, financial statements, and reports which Borrower sends to its stockholders, and copies of all regular, periodic, and special reports, and all registration statements which Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted thereof, or with any national securities exchange; and (u) As soon as possible, and in any event within ten (10) days after Borrower knows or has reason to know that any circumstances exist that constitute grounds entitling the PBGC to institute proceedings to terminate a Plan of Borrower subject to ERISA, and the regulations promulgated thereunder, or to appoint a Trustee to administer such Plan, or to impose withdrawal liability against Borrower, Borrower will notify the Lender in writing setting forth all relevant details and the action which Borrower proposes to take with respect thereto; and (v) Give Lender written notice thirty (30) days prior to any change in Borrower’s name, mailing address, principal place of business, chief executive office, or location of the Collateral or Borrower’s books and records. maintain Borrower further agrees to advise Lender promptly, in sufficient detail, of any substantial change relating to the type, quantity or quality of the Collateral, or any event which would have a material adverse effect on the value of the Collateral or on the lien and security interest granted to Lender herein; and (aw) insurance Execute and deliver to Lender, concurrently with financially sound the execution of this Agreement, and reputable insurance companies in at least any time or times thereafter at the amounts reasonable request of Lender, all Financing Statements and other Collateral Documents (and with only those deductiblespay the cost of filing and recording the same in all public offices deemed necessary by the Lender) customarily maintainedas the Lender may request, in a form reasonably satisfactory to the Lender, to perfect and keep perfected the security interest in the Collateral granted by Borrower to the Lender or to otherwise protect and preserve the Collateral and the Lender’s security interest therein. Should Borrower fail to do so, the Lender is authorized to sign any such Financing Statements as Borrower’s agent; and (x) Deliver to Lender forthwith upon its demand, such other collateral as the Lender may request from time to time should the value of the Collateral decline, deteriorate, depreciate or become impaired, and Borrower shall execute such documents deemed necessary by the Lender to perfect its security interest in such other collateral; and (y) In the event any of the Borrower’s Inventory is consigned to third persons dealing in goods of that kind, Borrower agrees to obtain and provide Lender with such Financing Statements, notices and other documents signed by Borrower and the consignees deemed reasonably necessary by Lender to insulate such consigned collateral from the claims of the consignee’s creditors; and (z) Cause its compliance with all present and future Environmental Laws pertaining to Borrower, the Real Property, or Borrower’s business, and voluntarily to clean up all Hazardous Materials released, discharged, stored or discharged upon their discovery and to be fully liable to the Lender for all costs and expenses incurred by the Lender arising from such Environmental Materials. The Borrower shall protect, and does hereby agree to defend, indemnify and hold the Lender harmless from and against such risks as are typically insured againstany and all loss, by Persons damage, cost, expense and liability (including without limitation reasonable attorneys’ fees and costs) directly or indirectly arising out of comparable size engaged in or attributable to the same installation, use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or similar business as presence of any Hazardous Materials on, under or about the Company and its SubsidiariesReal Property, including without limitation (i) all foreseeable consequential damages; and (bii) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws costs of any state required or jurisdiction necessary repair, cleanup, detoxification of the Real Property; and (iii) the preparation and implementation of any closure, or remedial or other required plans. This indemnity shall survive the satisfaction, release or extinguishment of the lien of the Lender’s security interest in which it may be engaged the Collateral; and (aa) Keep in businesseffect a $1,000,000.00 life insurance policy upon the life of ▇. ▇▇▇▇▇▇▇ Drecoll with an insurance company acceptable to the Lender and at all times keep the Collateral Assignment of Life Insurance in full force and effect and pay all required policy premiums.

AFFIRMATIVE COVENANTS. As long Except as any portion otherwise consented to in writing by the Trustee, acting on the direction of this Debenture remains outstandingthe requisite percentage of Debentureholders, the Company shall, and shall cause each of its Subsidiaries other Group Member to: i. (a) duly and punctually pay all amounts outstanding, which includes the principal of and any interest accrued in respect of the Debentures at the times and places and in the manner required by the terms of this Indenture; (b) duly and punctually pay all fees and expenses due and owing to the Trustee and the Collateral Agent under this Indenture and under the Collateral Agency Agreement; (c) to take or cause to be taken all actions required to perfect, maintain, preserve and protect the Security Interest hereunder and the rights of the Trustee and Debentureholders; (d) maintain its legal corporate existence, rights, franchises ; keep proper books of account and privileges records; maintain its corporate status in the jurisdiction of its organization, all jurisdictions where it carries on business; and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of operate its business and operations or the ownership of its properties Project in accordance with Good Industry Practice and where failure maintain or qualify could reasonably be expected to have a in compliance, in all material respects, with Applicable Law, Project Authorizations, Other Rights, Material Adverse EffectContracts, the HSEC Policy, the Anti- Corruption Policy and the ICMM Guidelines; ii. provide (e) except as otherwise permitted by this Indenture, maintain the Project Real Property in good standing, performing or causing to be performed all required assessment work thereon, timely paying or causing to be paid, no later than 30 days prior to September 1 of each year, all assessments, concession, permit and license maintenances fees in respect thereof, paying or causing to be paid all rents and other payments in respect of leased properties forming a part thereof and otherwise maintaining the Project Real Property in compliance, in all material respects, with Applicable Law; (f) use a minimum of US$20,000,000 of the gross proceeds raised in connection with the Debentures for the exploration, development and other costs related to the HolderProject Property, promptly acting reasonably, within two years from the date hereof; (g) at all times during its business hours and with reasonable frequency upon becoming aware thereof (reasonable prior written notice from the Collateral Agent and in any event within one (1) day after the occurrence thereof), a at all times and with reasonable frequency and without notice of each if an Event of Default known to an executive officer shall have occurred and be continuing, permit representatives of the Collateral Agent, at the cost and expense of the Company, together to enter into or onto its property, to inspect any of the Project Property and to examine its financial books, accounts and records and to discuss its financial condition with a statement of such executive officer setting forth the details of such Event of Default its senior officers and the actions which the Company has taken and proposes to take with respect theretoits auditors; (ah) keep insured with financially sound and reputable insurance companies all of its property (including the Project Property) in amounts and against losses or damages, including property damage and public liability, on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses in the relevant jurisdictions; (i) provide the Trustee promptly with such evidence of insurance as the Trustee may from time to time reasonably require; (j) use all commercially reasonable efforts to obtain, as and when required, and preserve and maintain, all Project Authorizations (including environmental Authorizations), and Material Contracts which are required to permit the Group Members to (A) own, operate and maintain the Project in the manner currently carried on, (B) develop, and operate the Project as contemplated by the Mine Plan and carry out the operation of commercial production transactions, and (C) perform their obligations under the Financing Documents to which they are a party; (k) pay and discharge all Taxes as the same shall they become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, payable unless the same they are being contested in good faith by appropriate legal proceedings diligently conducted and, with respect to Taxes which are overdue, make arrangements satisfactory to the Trustee regarding adequate provision for their payment; (l) conduct all environmental remedial activities which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) a Person acting in a commercially reasonable manner and adequate reserves in accordance with GAAP are being maintained by the Company Good Industry Practice would perform in similar circumstances to meet its environmental responsibilities and conduct and pay for any environmental investigations, assessments or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale remedial activities with respect to any of the property Project Real Property owned or assets subject to leased by them, in each case as required by Project Authorizations, the ICMM Guidelines or by any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)Governmental Authority; (am) maintain(A) ensure that the only mining activities taking place on the Project Real Property are those under the control and direction of the Guarantor in furtherance of the Project, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (bB) make all necessary repairs thereto develop and renewals and replacements thereof except where operate the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply Project in all material respects compliance with the requirements of all applicable laws and all ordersany environmental permit, writs, injunctions and decrees applicable to it Order or to its business or propertyother Authorization in respect of the Project; vi. [reserved]; and vii. maintain (an) insurance with financially sound warrant and reputable insurance companies defend the right, title and interest of the Group Members in at least and to any of the amounts (and with only those deductibles) customarily maintainedProject Property, and every part thereof, against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws claims of any state or jurisdiction in which it may be engaged in business.Person, subject only to Permitted Encumbrances;

AFFIRMATIVE COVENANTS. As long as any portion During the period starting at the Effective Time and ending on the earlier of this Debenture remains outstanding(i) the Put Expiration Time, if the Company Put Option is not exercised, (ii) the Put Cancellation Time, if the Put Option is cancelled, and (iii) the Put Date, if the Put Option is exercised, Otonomy shall, except to the extent expressly provided otherwise in this Agreement or as consented to in writing by IncuMed: (i) comply with its obligations contained in this Agreement and other Transaction Documents; (ii) maintain its records and hold the Transferred Assets in material compliance with all applicable Laws; (iii) Otonomy shall be responsible for filing, prosecuting and maintaining all pending and issued Patent Rights within the Transferred Patent Rights, including payment of all routine government fees and annuities and filing all documents necessary to maintain such Transferred Patent Rights and shall cause each keep IncuMed reasonably informed of its Subsidiaries to:any material changes, occurrences and events relating to the filing, prosecution or maintenance of the Transferred Patent Rights. Otonomy shall provide IncuMed a reasonable opportunity to review and comment on filing, prosecution and maintenance of the Transferred Patent Rights, including providing IncuMed with copies of all relevant communications to or from any patent authority regarding the Transferred Patent Rights and providing drafts of any material filings or responses to be made to such patent authorities reasonably in advance of the submission of such filings or responses. Otonomy shall confer from time to time as reasonably requested by IncuMed with one or more representatives of IncuMed to discuss any material action, changes or developments concerning or affecting the Transferred Patent Rights and shall reasonably consider all requests by IncuMed in connection with the filing, prosecuting and maintaining of the Transferred Patent Rights; i. preserve and maintain its legal existence(iv) promptly notify IncuMed of any change, rightsoccurrence or event which, franchises and privileges individually or in the jurisdiction of its organizationaggregate with any other changes, occurrences and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could events, would reasonably be expected to have a Material Adverse Effect; ii. provide be materially adverse to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]Transferred Assets; and vii. maintain (av) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons keep IncuMed reasonably informed of comparable size engaged in the same any material notices or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required events under the laws Durect License Agreement (including any notices related to Otonomy’s breach of any state or jurisdiction in which it may be engaged in businessthe Durect License Agreement).

AFFIRMATIVE COVENANTS. As At all times, the Borrower hereby covenants and agrees that for so long as this Agreement is in force and any portion of this Debenture the indebtedness hereunder remains outstandingunpaid, unfulfilled and/or unsatisfied, the Company Borrower shall: 7.1.1 if the Borrower is compelled by Applicable Law to make any withholding or deduction due to any tax or if the Lender is liable to pay tax in respect of any payment due or made by the Borrower to the Lender, and shall cause each if the withholding or deduction is made on account of its Subsidiaries to: i. preserve and maintain its legal existenceIndemnified Taxes, rights, franchises and privileges pay to the Lender such additional amount as may be necessary in order that the payment actually received be equal to the payment which otherwise would have been received in the jurisdiction absence of such withholding or deduction or tax (including in the absence of any additional withholding or deduction or tax in respect of any additional amount payable pursuant hereto); provided that the foregoing will not apply in respect of (i) Excluded Taxes, or (ii) a withholding, deduction or tax from which the Lender would have been exempted but for its organizationfailure to fulfill applicable exemption formalities; 7.1.2 deduct, pay and/or remit all taxes, premiums, contributions, levies, fees and qualify and remain qualified as a foreign business entity in each jurisdiction in other amounts which qualification the Borrower is necessary in view required to deduct at source, pay and/or remit by or on behalf of its business and operations the Borrower or otherwise under the ownership of its properties and where Income Tax Act (Canada), Excise Tax Act (Canada), Canada Pension Plan, Employment Insurance Act (Canada), Income Tax Act (Ontario), Workers' Compensation Act (Ontario) or any regulations to the foregoing or under any other applicable legislation, rule or order, to any taxing authority having jurisdiction, to the extent that any such failure maintain or qualify could reasonably be expected to withhold, pay and/or remit would have a Material Adverse Effect; ii. provide Effect on the Borrower or create a liability to the Holderdirectors that is not covered by the director and officer liability insurance policy then in effect (provided that, promptly upon becoming aware thereof for greater certainty, this Section 7.1.2 shall not be read so as to limit any of the Borrower's obligations pursuant to Section 8.7); provided that (and without prejudice to section 7.1.1) if a payment made to the Lender under this Agreement would be subject to U.S. federal deduction or withholding tax imposed by FATCA if the Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in any event within one (1Section 1471(b) day after or 1472(b) of the occurrence thereofCode, as applicable), a notice of each Event of Default known the Lender shall deliver to an executive officer the Borrower at the time or times prescribed by law and at such other times reasonably requested by the Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such LienCode) and adequate reserves in accordance with GAAP are being maintained such additional documentation reasonably requested by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance Borrower as may be required necessary for the Borrower to comply with its obligations under FATCA and to determine that the laws Lender has complied with the Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 7.1.1, "FATCA" shall include any state or jurisdiction in which it may be engaged in business.amendments made to FATCA after the date hereof;

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reservedReserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.

AFFIRMATIVE COVENANTS. As long as any portion Seller and Parent covenant and agree with Buyer that from and after the date of this Debenture remains outstandingAgreement and prior to the Closing Date, unless the Company shallprior written consent of Buyer shall have been obtained and except as otherwise contemplated herein, Seller will, and Parent shall cause each of its Subsidiaries Seller to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as operate its business only in the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance ordinary course consistent with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and past practices; (b) timely file all material tax returns required use reasonable efforts to be filed (subject to any valid extension)preserve intact its business organization and assets, maintain its rights and franchises, retain the services of its officers and key employees and maintain its relationships with customers; (ac) maintain, preserve use reasonable efforts to maintain and protect all of keep its material properties and equipment necessary in the operation of its business in good working order repair and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply (d) use reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that now maintained by it; (e) perform in all material respects all obligations required to be performed by it under all material contracts, leases and documents relating to or affecting the Business; (f) maintain its Books and Records in the usual, regular or ordinary manner consistent with past practice and provide Buyer access to such materials at a reasonable time and place as Buyer and Seller may agree; (g) use reasonable efforts to obtain all authorizations, consents, orders and approvals from all governmental or regulatory authorities that may be or become necessary for its execution and delivery of and the requirements performance of all applicable laws its obligations under this Agreement; (h) take such reasonable action as shall be required to fulfill any and all orders, writs, injunctions contractual or statutory obligations Seller may have to any unions or labor organizations or otherwise as a result of or relating to the execution and decrees applicable to it or to its business or propertydelivery of this Agreement and the consummation of the transactions contemplated hereby; vi. [reserved](i) take such reasonable actions required pursuant to the terms of any contracts and agreements to address the consequences of the transactions contemplated by this Agreement, and to obtain necessary consents and required releases; and vii(j) use best efforts to obtain from the City of Carbondale (the "City") an amendment to the Lease Agreement listed on SCHEDULE 1.1(b), whereby the City waives its termination rights pursuant to the provisions of Article XIV of such Lease Agreement. maintain (a) insurance with financially sound In addition, Parent will vote all of its shares of stock of Seller to authorize the transactions contemplated by this Agreement pursuant to the terms and reputable insurance companies conditions set forth in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessthis Agreement.

AFFIRMATIVE COVENANTS. As long as any portion For the period between the execution of this Debenture remains outstandingAgreement and the Closing Date, the Company shall, and shall cause each of its Subsidiaries Subsidiary to: i. preserve and maintain its legal existence, rights, franchises and privileges (a) cause all properties owned by the Company or used or held for use in the jurisdiction conduct of its organizationbusiness to be maintained and kept in good condition, repair and qualify working order (reasonable wear and remain qualified tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as a foreign in the judgment of the Board of Directors may be necessary so that the business entity carried on in each jurisdiction connection therewith may be properly and advantageously conducted at all times; provided, that the foregoing shall not prevent the Company from discontinuing the maintenance of any of such properties if such discontinuance is, in which qualification is necessary the judgment of the management of the Company, desirable in view the conduct of its business and operations or is not disadvantageous in any material respect to the ownership holders of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse EffectPreferred Shares; ii. provide to (b) preserve and keep in full force and effect the Holdercorporate existence, promptly upon becoming aware thereof rights (charter and in any event within one (1) day after the occurrence thereofstatutory), a notice of each Event of Default known to an executive officer licenses and franchises of the Company; provided, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which that the Company has taken shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company as a whole and proposes that the loss thereof is not disadvantageous in any material respect to take with respect theretothe holders of Preferred Shares; (ac) maintain the books, accounts and records of the Company in accordance with GAAP; (d) comply with all material legal requirements and material contractual obligations applicable to the operations and business of the Company and its Subsidiaries and pay and discharge all applicable taxes as the same shall they become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (ae) insurance with financially sound and reputable insurance companies in at least permit representatives of the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company Purchaser and its Subsidiaries; agents (including their counsel, accountants and (bconsultants) all worker’s compensationto have reasonable access during business hours to the Company's books, employer’s liability insurance or similar insurance as may be required under records, facilities, key personnel, officers, directors, customers, independent accountants and legal counsel to the laws of any state or jurisdiction in which it may be engaged in businessextent that such access is not prohibited by FERC marketing affiliate rules.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company shallThe Borrower will, and shall will cause each of its Subsidiaries Subsidiary to: i. preserve (a) use the proceeds of the Loans to make advances to a Trustee as required pursuant to the Pool Documents. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Loans to purchase or carry any "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or to make any other acquisition. (b) give prompt notice in writing to the Lender of the occurrence of any Default or Unmatured Default and maintain its legal existenceof any other development, rightsfinancial or otherwise, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect;. ii. provide (c) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly incorporated or organized, validly existing and (to the Holderextent such concept applies to such entity) in good standing as a domestic corporation, promptly upon becoming aware thereof (partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions jurisdiction in which the Company has taken and proposes to take with respect thereto;its business is conducted. (ad) timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay and discharge as the same shall become when due and payable: (i) all tax liabilitiestaxes, assessments and governmental charges or and levies upon it or its properties income, profits or assetsProperty, unless the same except those which are being contested in good faith by appropriate proceedings diligently conducted (and with respect to which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension);been set aside. (ae) maintaincomply with all laws, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and conditionrules, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all regulations, orders, writs, injunctions and judgments, injunctions, decrees applicable or awards to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businesssubject. (f) permit the Lender, by its respective representatives and agents, to inspect any of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Lender may designate.

AFFIRMATIVE COVENANTS. As For so long as any portion the Investor or its assignees holds shares representing at least twenty percent (20%) of this Debenture remains outstandingall issued and outstanding shares of Common Stock (i.e., excluding options, warrants or other securities convertible into or exchanged for shares of Common Stock), the Company shall, and shall cause each of its Subsidiaries toagrees as follows: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) The Company will promptly pay and discharge as the same shall become discharge, or cause to be paid and discharged, when due and payable: (i) , all tax liabilitieslawful taxes, assessments assessments, and governmental charges or levies imposed upon it the income, profits, property, or its properties business of the Company or assetsany subsidiary; provided, unless however, that any such tax, assessment, charge, or levy need not be paid if the same are being validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted (which and if the Company shall have set aside on its books adequate reserves with respect thereof, and provided further, that the Company will pay all such taxes, assessments, charges, or levies forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor. The Company will promptly pay or cause to be paid when due, or in conformance with customary trade terms, all other indebtedness incident to the effect of preventing the forfeiture or sale operations of the Company; (b) The Company will keep its properties and those of its subsidiaries in good repair, working order, and condition, reasonable wear and tear excepted, and from time to time make all needful and proper repairs, renewals, replacements, additions, and improvements thereto; and the Company and its subsidiaries will at all times comply with the provisions of all material leases to which any of them is a party or under which any of them occupies property so as to prevent any loss or forfeiture thereof or thereunder; (c) The Company will keep its assets subject and those of its subsidiaries that are of an insurable character insured by financially sound and reputable insurers against loss or damage by fire, extended coverage, and explosion insurance in amounts customary for companies in similar businesses similarly situated; and the Company will maintain, with financially sound and reputable insurers, insurance against other hazards, risks, and liabilities to any such LienPersons and property to the extent and in the manner customary for companies in similar businesses similarly situated. The Company will maintain in full force and effect directors and officers insurance, in the amount of not less than five million dollars ($5,000,000); (d) The Company will keep true records and adequate reserves books of account in which full, true, and correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP are being maintained applied on a consistent basis; (e) The Company and all its subsidiaries shall duly observe and conform to all valid requirements of governmental authorities relating to the conduct of their businesses or to their property or assets; (f) The Company shall maintain in full force and effect its corporate existence, rights, and franchises and all licenses and other rights to use patents, processes, licenses, trademarks, trade names, or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business; (g) The Company will retain independent public accountants of recognized national standing who shall certify the Company’s financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company are terminated, the Company will promptly thereafter notify the Investor and will request the firm of independent public accountants whose services are terminated to deliver to the Investor a letter from such Subsidiaryfirm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized national standing. In its notice to the Investor the Company shall state whether the change of accountants was recommended or approved by the Board of Directors or any committee thereof; (h) The Company and all its subsidiaries shall duly observe and conform to all valid requirements of governmental authorities relating to the conduct of their businesses or to their properties or assets; and (iii) The Company will cause each Person now or hereafter employed by it or any subsidiary with access to confidential information to enter into a proprietary information and inventions agreement substantially in the form approved by the Board of Directors; (j) The Company will cause each senior manager and key employee now or hereafter employed by it or any subsidiary to (I) dedicate substantially their full working schedule to the Company and refrain from pursuing outside business activities during the Company’s business hours, consistent with the Company’s current personnel policies, and (II) enter into a noncompetition and nonsolicitation agreement substantially in the form approved by the Board of Directors; (k) The Company will, and will cause each of its subsidiaries to, comply with all lawful claims whichapplicable requirements of law of any governmental authority in respect of conduct of its businesses and the ownership of its properties, if unpaid, would by law become a Lien upon its property, unless the same except such as are being contested in good faith by appropriate proceedings diligently conducted (which proceedings and except for such noncompliances as will not in the aggregate have the a material adverse effect of preventing the forfeiture on its business or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)properties; (al) maintain, preserve and protect all of its material properties and equipment necessary The Company certifies that it will use the proceeds from the Stock Purchase Agreement only for the purposes set forth in the operation Stock Purchase Agreement. The Company will deliver to the Investor from time to time promptly following Investor’s request, a written report, certified as correct by the Company’s chief financial officer, verifying the purposes and amounts for which proceeds from the Stock Purchase Agreement have been disbursed. The Company will supply to the Investor such additional information and documents as the Investor reasonably requests with respect to its use of its business in good working order proceeds and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where will permit the failure to do so could not reasonably be expected Investor to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws access to any and all ordersCompany records and information and personnel as the Investor deems necessary to verify how such proceeds have been or are being used, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]assure that the proceeds have been used for the purposes specified above; and vii. maintain (am) insurance Prior to public disclosure and filing with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintainedSEC, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company shall provide the Investor with the opportunity to review and its Subsidiaries; comment on any press release and (bfiling pursuant to Section 13 or 15(d) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under of the laws of any state or jurisdiction in which it may be engaged in business1934 Act.

AFFIRMATIVE COVENANTS. As So long as any portion of this Debenture Preferred Stock remains outstanding, the Company shall, and shall cause each Subsidiary (if any) to, unless it has received the prior written consent of its Subsidiaries tothe LLC: i. (i) at a times cause to be done all things necessary to maintain, preserve and maintain renew its legal corporate existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (aii) at all times take all actions and cause to be done all things necessary to obtain, maintain, preserve, and renew all material licenses, authorizations, orders, permits, and other governmental approvals necessary to the conduct of its businesses as presently proposed to be conducted and as hereafter conducted; (iii) maintain and keep its material properties in good repair, working order and condition, and from time to time make all necessary or desirable repairs, renewals and replacements, so that its businesses may be properly and advantageously conducted in all material respects at all times; (iv) pay and discharge as the same shall become due and payable: (i) when payable all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or its properties or assetsupon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies which if unpaid would by law become a Lien upon any of its property unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company GAAP, consistently applied) have been established on its books with respect thereto; (v) comply with all other material obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such Subsidiary; (ii) all lawful claims which, if unpaid, would by law obligations become a Lien upon its propertydue, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iiiGAAP, consistently applied) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)have been established on its books with respect thereto; (avi) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws laws, rules and all orders, writs, injunctions and decrees applicable regulations to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons which any of comparable size engaged in the same or similar business as the Company and its Subsidiaries; Subsidiaries are subject; (vii) apply for and (b) all worker’s compensation, employer’s liability continue in force with good and responsible insurance or companies adequate insurance covering risks of such types and in such amounts as are customary for well-insured corporations of similar insurance as may be required under the laws of any state or jurisdiction in which it may be size engaged in similar lines of business; and (viii) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP, consistently applied.

AFFIRMATIVE COVENANTS. As long as any portion MDCP owns at least 25% of this Debenture remains outstanding, the Company shall, and shall cause each voting power of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction all shares of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer capital stock of the Company, together with a statement of such executive officer setting forth from and after the details of such Event of Default and the actions which Effective Time, the Company shall unless it has taken received the prior written consent of MDCP: (i) at all times cause to be done all things necessary to maintain, preserve and proposes renew its corporate existence and all material licenses, authorizations and permits necessary to take with respect theretothe conduct of its businesses; (aii) maintain and keep its material properties in good repair, working order and condition, and from time to time make all necessary or desirable repairs, renewals and replacements, so that its businesses may be properly and advantageously conducted in all material respects at all times; (iii) pay and discharge as the same shall become due and payable: (i) when payable all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or its properties or assetsupon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all claims for labor, materials or supplies which if unpaid would by law become a lien, encumbrance or other restriction upon any of its property, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company generally accepted accounting principles, consistently applied) have been established on its books and financial statements with respect thereto; (iv) comply with all other material obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such Subsidiary; (ii) all lawful claims which, if unpaid, would by law obligations become a Lien upon its propertydue, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company or such Subsidiary; generally accepted accounting principles, consistently applied) have been established on its books and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)financial statements with respect thereto; (av) maintaincomply with all applicable laws, preserve rules and protect regulations of all governmental authorities, the violation of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not which would reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the business, condition (financial or otherwise), operating results, assets, liabilities, operations, business prospects or customer, supplier or employee relations of the Company and its Subsidiaries taken as a whole; v. comply (vi) apply for and continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are customary for well-insured companies of similar size engaged in similar lines of business; and (vii) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with the requirements of all applicable laws and all ordersgenerally accepted accounting principles, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessconsistently applied.

AFFIRMATIVE COVENANTS. As long Subject to the terms and conditions hereof, for the duration of the Restructuring Support Period, the Sponsor shall: (i) use commercially reasonable efforts to support and complete the Restructuring and all transactions contemplated under this Agreement, in accordance with the Milestones; (ii) (A) negotiate in good faith the Definitive Documentation and (B) exercise any and all necessary and appropriate rights, and execute and deliver any and all necessary and appropriate documentation, including any direction letters, in each case, in its capacity as a holder of Claims in furtherance of the Restructuring and the Definitive Documentation; (iii) timely vote (to the extent solicited to do so in accordance with this Agreement after receipt of a Disclosure Statement approved by the Bankruptcy Court and by the applicable deadline for doing so) all of its Participating Claims and Interests to accept the Plan and not to change or withdraw such vote prior to the voting deadline to accept or reject the Plan; provided that such vote shall be deemed revoked and void ab initio at any portion time following termination of this Debenture remains outstandingAgreement; (iv) use commercially reasonable efforts to consent to those actions contemplated by this Agreement or otherwise required to be taken to effectuate the Restructuring, including entering into all documents and agreements necessary to consummate the Restructuring; (v) use commercially reasonable efforts to promptly notify the Company and the Ad Hoc First Lien Group, in writing, of any material governmental or third-party complaints, litigations, investigations, or hearings (or written communications indicating that the same may be contemplated or threatened) with respect to the Restructuring; provided that no such notice need be given if, in the opinion of counsel, giving such notice is not permitted pursuant to such proceedings; (vi) upon request by the Company, the Ad Hoc First Lien Group and/or their respective advisors, use its commercially reasonable efforts to promptly provide the aggregate principal amount of all Claims held by the Sponsor against the Company shalland its subsidiaries or affiliates, on an issuance-by-issuance basis as of the date of such request; (vii) to the extent applicable, (A) not opt-out of any third party release contemplated by the Plan and/or (B) opt-in to any third party release contemplated by the Plan; and (viii) use commercially reasonably efforts to promptly notify or update the Company and the Ad Hoc First Lien Group upon becoming aware (A) of a breach by one or more Party of its obligations under this Agreement, (B) that a Termination Event has occurred, and shall cause each (C) of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in any developments or any case or controversy that has been commenced or may be commenced against the jurisdiction Company or any of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could Consenting Creditors that would reasonably be expected to have impede or prevent consummation of the Restructuring; provided that, for the avoidance of doubt, none of the obligations in this paragraph (ix) shall apply to any information learned by an employee or member of the Sponsor in his or her capacity as a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer member of the Company, together with a statement ’s board of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessdirectors.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstandingBorrower covenants that it will, from the Company shall, Effective Date and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in until the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (Maturity Date and in any event until all Obligations are satisfied: (a) Maintain and cause the Subsidiary to maintain its organizational existence, as well as qualification and good standing in all states in which such qualification and good standing are necessary in order for such entity to lawfully conduct its business and own its property as conducted and owned in such states; (b) File and cause Subsidiary to file all federal, state and local tax returns and other reports as required by law to be filed, maintain adequate reserves for the payment of all taxes and similar charges, and pay promptly, when due, all taxes and similar charges; (c) Maintain the Collateral, as the same is constituted from time to time, free and clear of all liens, claims, security interests and encumbrances, except those held by Lender; (d) Notify Lender in writing, promptly upon learning thereof, of any litigation affecting Borrower or any Subsidiary (whether or not the claim is considered by Borrower to be covered by insurance) and of the institution of any suit or administrative proceeding which may materially and adversely affect Lender’s security interest in the Collateral or the business, operations or financial condition of such entity; (e) Notify Lender in writing, promptly upon learning thereof, of any violation of any Applicable Law, by Borrower or Subsidiary, which violation in any respect may materially and adversely affect the Collateral or such entity’s business, property, assets, operations or condition, financial or otherwise; (f) Notify Lender in writing, within one (1) day Business Day after knowledge of a default by Borrower or Subsidiary under any Project Document or any other note, indenture, loan agreement, mortgage, lease, deed or other similar agreement to which a party or by which bound, said notification to include a Manager’s Certificate specifying the occurrence thereof), a notice nature and period of each Event of Default known to an executive officer of existence thereof and what action the Company, together with a statement of such executive officer setting forth Borrower or the details of such Event of Default and the actions which the Company has taken and Subsidiary proposes to take with respect thereto; (ag) pay Execute and/or deliver all such documents and discharge take such action as Lender may deem necessary to protect and/or maintain its secured position and protect and preserve the same shall become due Collateral; (h) Comply with and payable: cause Subsidiary to comply with all Applicable Laws and keep in effect all permits and approvals which relate to the Project and the lawful operation of the business of the respective entity; (i) all tax liabilities, assessments Comply with and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject cause Subsidiary to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws Applicable Laws pertaining to environmental protection, pollution and hazardous waste, and furthermore take such action from time to time as may be necessary to protect the Collateral and the business operations of the Borrower and Subsidiary from acts and events which may give rise to any adverse environmental, toxic or hazardous substance claims. Borrower furthermore agrees to indemnify and hold Lender and the Lender harmless from and against any such adverse environmental, toxic or hazardous substance claims, including without limitation, all orderscosts of representation, writsinvestigation and remediation. The obligation to indemnify shall survive foreclosure on the Collateral and repayment of all other Obligations; (j) Comply with and cause Subsidiary to comply with the requirements of ERISA. Borrower shall furthermore notify Lender in writing, injunctions within three (3) Business Days of knowledge thereof, of any suspected violation, said notification to include a Manager’s Certificate specifying the nature and decrees applicable period of existence thereof and what action the Borrower or Subsidiary proposes to it take with respect thereto; (k) Comply with Section 7.04 of the Operating Agreement and not declare or make any cash distributions to its business or property; vi. [reserved]Class I Members prior to satisfaction of the Obligations; and vii(l) Comply with and cause the Subsidiary to timely comply with all conditions, requirements and obligations under the Project Documents; (m) Cause the Subsidiary to take such action as necessary to enforce its rights and obtain timely payment under the Construction Management Agreement, Development Agreement and Master Lockbox Agreement of all amounts owing to Borrower and obtain the deposit of such amounts in the America First Lockbox, to include the fees and other amounts payable under Construction Management Agreement and Development Agreement in the annual Project Budget under the Master Lockbox Agreement and, if necessary, a request for funding of an Operating Shortfall as described in the Master Lockbox Agreement; (n) Take such action as necessary to require the Member LOC’s to be maintained in accordance with the provisions of the Operating Agreement; (o) Maintain the Borrower LOC in accordance with the Forward Commitment and Bond Documents; (p) Take such action as necessary to cause the timely cash funding of the respective Class I Member’s cash funding of its capital contribution in Borrower and Borrower’s capital contribution in the Subsidiary in accordance with the provisions of the Operating Agreement and Forward Commitment; (q) Take such action as necessary to allow Lender the opportunity to cure any default by Borrower and/or Subsidiary under the Construction Management Agreement and the Development Agreement and, to the extent reasonably possible, the Lease or any other Project Document; provided however, Lender shall have no obligation to cure under any of the same and any amounts expended by Lender shall be deemed a protective advance hereunder; (r) Cause Subsidiary to maintain the Forward Commitment in full force and effect and obtain timely funding as provided therein; and (s) Take such action and cause the Subsidiary to take such reasonable action as necessary to avoid the removal of Borrower as Construction Manager for the Project. (t) Notify Lender in writing, within fifteen (15) days after the end of a month in which a deviation from the Critical Path for the Project (as determined on a monthly basis) occurs that may materially and adversely affect Borrower’s ability to receive fees pursuant to the Construction Management Agreement or Development Agreement or to use such fees (once received) to make payment of the Obligations. maintain Such notice shall include: (ai) insurance a Manager’s Certificate that contains reasonable detail as to the deviation from the Critical Path and a proposed course of action with financially sound and reputable insurance companies in at least respect to how the amounts Borrower intends to address such deviation, (and with only those deductiblesii) customarily maintaineda certificate from the Construction Consultant that such deviation is not material, and against (iii) a certificate from the Construction Consultant, that the proposed course of action is reasonable under the circumstances and will restore the Project to compliance with the Critical Path and that such risks as are typically insured againstdeviation will not result in a default under the Project Documents. Borrower agrees that it shall diligently pursue any such corrective action to completion. (u) Notify Lender in writing, by Persons within thirty (30) days after the end of comparable size engaged a quarter of any material variation in the same overall Project Budget relating to deposits in the Construction Escrow Account (as those terms are defined in the Master Lockbox Agreement) that may materially and adversely affect Borrower’s ability to receive fees pursuant to the Construction Management Agreement or similar business Development Agreement or to use such fees (once received) to make payment of the Obligations. Such notice shall contain a Manager’s Certificate that contains (i) reasonable detail as to the Company and its Subsidiaries; variation in the overall Project Budget, and (bii) all worker’s compensation, employer’s liability insurance or similar insurance as may a proposed course of action with respect to how the Borrower intends to address such variation and that such action will be required under adequate to insure the laws of Construction Escrow Account to the extent necessary to fund the Construction Management Fees and Development Fees. Borrower agrees that it shall diligently pursue any state or jurisdiction in which it may be engaged in businesssuch corrective action to completion.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, Unless the Company shall, Required Lenders shall otherwise agree: (i) Parent shall and shall cause each of its Subsidiaries to: i. preserve and to maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, their existence and qualify and remain qualified to do their business as currently conducted, except for any merger or dissolution of a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves Subsidiary in accordance with GAAP are being maintained by the Company Section 5.2(i) or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could maintain such qualification would not reasonably be expected to have a Material Adverse Effect;. v. (ii) Parent shall and shall cause its Subsidiaries to comply in all material respects with all Applicable Laws. (iii) Parent shall obtain and shall cause its Subsidiaries to make and keep in full force and effect all Authorizations. (iv) Parent shall promptly notify the requirements Lenders of the occurrence of (i) any Default or Event of Default and (ii) any claims, litigation, arbitration, mediation or administrative or regulatory proceedings that are instituted or threatened against Parent or any of its Subsidiaries concurrently with any public disclosure of any such event, and (iii) each event which, at the giving of notice, lapse of time, determination of materiality or fulfillment of any other applicable condition (or any combination of the foregoing), would constitute an event of default (however described) under any Loan Document. (v) Each Credit Party will timely file with the SEC (subject to appropriate extensions made under Rule 12b-25 of the Exchange Act) any annual reports, quarterly reports and other periodic reports required to be filed pursuant to Section 13 or 15(d) of the Exchange Act (“SEC Reports”). (vi) Parent shall, so long as any of the Conversion Notes are outstanding, take all applicable laws action necessary to reserve and all orderskeep available out of its authorized and unissued capital stock, writssolely for the purpose of effecting the conversion of the Conversion Notes, injunctions the number of Common Shares issuable upon such conversion (without taking into account any limitations on the conversion of the Notes as set forth therein). (vii) For so long as a Lender owns Notes or Common Shares, upon the request of such Lender Borrower shall furnish any information reasonably requested by such Lender (and decrees applicable not generally available by reference to Parent’s publicly available SEC filings) to confirm whether or not Borrower is a passive foreign investment company (“PFIC”) under the Code; provided, however, that Parent shall not be obligated to furnish any information that it has not already publicly disclosed. In addition, for each taxable year of Borrower during any portion of which the Notes are outstanding or any Lender holds Common Shares, Borrower shall make due inquiry of its tax advisors on an annual basis regarding its status as a PFIC and, if Borrower’s tax advisors determine that Borrower became a PFIC for any such taxable year, shall notify each Lender in writing, of the determination that Borrower has become a PFIC for such taxable year by no later than 75 days following the close of such taxable year. With respect to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies any taxable year in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons respect of comparable size engaged in the same or similar business as the Company and its Subsidiaries; which Borrower was determined to be a PFIC and (b) each subsequent taxable year during any part of which the Notes are outstanding or any Lender holds Common Shares, the Borrower shall promptly provide each Lender with all worker’s compensationinformation that is required by a United States person holding Common Shares in order to make a valid election to treat the Borrower as a “qualified electing fund” for the purposes of the Code, employer’s liability insurance including a “PFIC Annual Information Statement” as described in Treasury Regulation section 1.1295-(1)(g)(1) (or similar insurance as may any successor Treasury Regulation) and all representations and statements required by such Statement, and will take any other steps necessary to facilitate such election. The Borrower understands and agrees that time is of the essence in complying with the foregoing deadlines, and that any failure by the Borrower to so comply will be required materially adverse to each Lender. Each Lender shall promptly respond to any written inquiry from the Borrower requesting the Lender to inform the Borrower whether it owns any Common Shares. (viii) In the event that any Person becomes a Subsidiary of Parent, Parent shall (a) concurrently with such Person becoming a Subsidiary cause such Subsidiary to become a Guarantor hereunder and a Grantor under the laws Security Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are necessary to grant and to perfect a first priority Lien in favor of Lenders in any assets owned by such Person and in all equity interests of Parent in such Subsidiary. (ix) Parent shall, in respect of itself and each Subsidiary incorporated in Ireland: (a) deliver to the Lenders at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any state relevant schemes or jurisdiction to Parent), actuarial reports in relation to all pension schemes mentioned in all pension schemes operated by or maintained for the benefit of such entities and/or any of their employees; (b) promptly notify the Lenders of any material change in the rate of contributions to any pension schemes operated by or maintained for the benefit of such entities and/or any of their employees paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (c) ensure that no action is taken or omission is made by an such entity in relation to any defined benefit pension scheme which has or is reasonably likely to have a Material Adverse Effect; and (d) promptly notify the Lenders of any obligation on the trustees of any occupational pension scheme to which the ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ of Ireland applies to submit to the Pensions Board established under that Act a funding proposal under section 49 of the Pensions Act, 1990 of Ireland. (x) Borrower shall comply in all respects with Section 82 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and any equivalent legislation in other jurisdictions including, without limitation, in relation to the execution of the Loan Documents, the entry into of the Transactions and the payment of amounts due under this Agreement. Notwithstanding anything set forth in the definition of Permitted Acquisition or elsewhere in this Agreement to the contrary, if any notice or information required to be furnished contains material non-public information (any such notice or information, a “Public Notice”), the Borrower, instead of delivering such Public Notice to all the Lenders shall promptly deliver such Public Notice to each Lender that is not a Restricted Lender and promptly notify each Restricted Lender in writing or orally that Borrower desires to deliver to such Restricted Lender a Public Notice. Within five Business Days of receipt of such notification the Restricted Lender may either (i) refuse the delivery of such Public Notice, in which it may case Borrower’s obligations with respect to such Public Notice and such Restricted Lender shall be engaged deemed satisfied, or (ii) enter into good faith negotiations with the Parent to agree the time period within which the Borrower will make the material non-public information contained in businesssuch Pubic Notice publicly available by including such information in a filing with the SEC. If Borrower and such Restricted Lender agree on such time period, the Borrower shall promptly deliver to such Restricted Lender such Public Notice and shall cause Parent to include the applicable material non-public information in a public filing with the SEC within such agreed to time period. The failure to agree on such time period will be deemed to satisfy Borrower’s obligations with respect to such Public Notice and such Restricted Lender.

AFFIRMATIVE COVENANTS. As long The Seller hereby covenants and agrees with the Company and the Merger Sub that, except (i) as permitted by this Agreement, (ii) as disclosed in the Seller Disclosure Schedule, (iii) as required by Law or a Governmental Authority of competent jurisdiction, provided, that prior to failing to take any portion of this Debenture remains outstandingsuch action, the Seller notifies the Company shall, thereof and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of extent required by the Company, together with a statement uses its reasonable best efforts to take any such action otherwise subject to such Law or Governmental Authority, or (iv) as otherwise consented to in writing by the Company, during the period from the date hereof to the earlier of such executive officer setting forth the details Effective Time or the termination of such Event of Default this Agreement pursuant to Article VIII, the Seller will, and the actions which the Company has taken and proposes to take with respect thereto;Seller will cause each Seller Subsidiary, to: (a) pay operate its business only in the usual, regular and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance ordinary course consistent with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and past practices; (b) timely file all material tax returns required use its reasonable best efforts to be filed (subject to any valid extension)preserve intact its business organization and assets, maintain its rights and franchises, retain the services of its officers and key employees and maintain its relationships with customers; (ac) maintain, preserve use its reasonable best efforts to maintain and protect all of keep its material properties and equipment which are necessary in to the operation of its business in good working order repair and conditioncondition as at present, ordinary wear and tear excepted; (d) cooperate with the Company in its efforts to obtain information and title insurance with respect to real property owned or leased by the Seller or any of the Seller Subsidiaries, including, without limitation, efforts to communicate with and obtain Consents and/or estoppels from landlords and tenants, and the execution and delivery as of the Effective Time of standard title affidavits, deeds and other documents as may be reasonably necessary to reflect the transaction in the real estate records of the states in which real property is located and/or to obtain title insurance; (e) use its reasonable best efforts to keep in full force and effect director and officer liability insurance comparable in amount and scope of coverage to that now maintained by it (the “Existing D&O Policy”); (f) perform in all material respects all obligations required to be performed by it under all material Contracts relating to or affecting its assets, properties and business; (g) comply with and perform in all material respects all obligations and duties imposed upon it by all applicable Laws; and and (bh) make all necessary repairs thereto and renewals and replacements thereof except where the failure not to do so could not reasonably take any action or fail to take any action which can be expected to have a Seller Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.

AFFIRMATIVE COVENANTS. As long as any portion Subject to the terms and conditions hereof, for the duration of this Debenture remains outstandingthe Restructuring Support Period, the Company each Restructuring Support Party shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested negotiate in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) Definitive Documentation, in form and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply substance consistent in all material respects with this Agreement (including the requirements of all applicable laws Restructuring Term Sheet and all ordersexhibits thereto, writswhich, injunctions for the avoidance of doubt, shall be binding on all the Parties upon the effectiveness of this Agreement), and decrees applicable as otherwise reasonably acceptable to it or the Requisite Consenting Creditors (as evidenced by their written approval, which approval may be conveyed in writing by counsel including by electronic mail), the Company, and CEC (in respect of CEC, to its business or propertythe extent such Definitive Documents could be reasonably expected to affect the interests of CEC); vi. [reserved](ii) consent to those actions contemplated by this Agreement or otherwise required to be taken to effectuate the Restructuring, including entering into all documents and agreements necessary to consummate the Restructuring, in each case, to which such Restructuring Support Party is to be a party; (iii) support the Restructuring and vote in favor of the Plan, when properly solicited to do so under the Bankruptcy Code, all Claims now or hereafter beneficially owned by such Restructuring Support Party or for which it now or hereafter serves as the nominee, investment manager, or advisor for beneficial holders of Claims (and not withdraw or revoke its tender, consent, or vote with respect to the Plan); provided that the foregoing may be waived by the Company in its sole discretion; provided, further, that (x) such vote may be revoked (and, upon such revocation, deemed void ab initio) by any of the Consenting Creditors at any time following the termination of this Agreement with respect to such Consenting Creditor, but only to the extent this Agreement has terminated on account of a breach by a Party other than such Consenting Creditor, it being understood and agreed that no Restructuring Support Party shall enter into any arrangement whereby it transfers voting rights for the purpose of avoiding any obligations under this Agreement, and (y) if this Agreement (including the Restructuring Term Sheet or any Exhibits thereto) or the Plan is amended in a manner that would adversely affect a Consenting Creditor’s First Lien Bank Claim(s), such Consenting Creditor (1) shall no longer be obligated to vote hereunder in respect of any First Lien Bank Claim(s) and shall be permitted to vote its First Lien Bank Claim(s) to reject such Plan, (2) to the extent such Consenting Creditor has voted any First Lien Bank Claim(s) hereunder, shall be permitted to revoke its vote in respect of such First Lien Bank Claim(s) (and upon such revocation, such vote shall be deemed void ab initio) and to vote such First Lien Bank Claim(s) to reject such Plan, and (3) notwithstanding anything herein to the contrary, shall be permitted to support and vote its First Lien Bank Claim(s) for, and consent to, an Alternative Proposal and take any action in respect of its First Lien Bank Claims other than be a plan proponent under section 1121(c) of the Bankruptcy Code (as identified in accordance with Federal Rule of Bankruptcy Procedure 3016(a)); provided that nothing in this Section 2(a)(iii) shall in any way limit any Party’s rights or obligations arising under the Bankruptcy Code or applicable non-bankruptcy law. (iv) upon its execution of this Agreement, exercise its Put Option with respect to OpCo New Common Stock as provided by the Restructuring Term Sheet, which election shall be binding on such Restructuring Support Party and any Transferee thereof; and vii. maintain (av) insurance with financially sound support the mutual release and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged exculpation provisions to be provided in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessPlan.

AFFIRMATIVE COVENANTS. As So long as any portion of this Debenture remains outstandingthere is a Qualified Holder, unless otherwise consented to by each Qualified Holder, the Company shallwill, and shall will cause each of its Subsidiaries Subsidiary to: i. (i) at all times cause to be done all things necessary to maintain, preserve and maintain renew its legal existencecorporate existence and all material licenses, rights, franchises authorizations and privileges in permits necessary to the jurisdiction conduct of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect theretobusinesses; (aii) maintain and keep its properties in good repair, working order and condition (ordinary wear and tear excepted), and from time to time make all necessary or desirable repairs, renewals and replacements, so that its businesses may be properly and advantageously conducted at all times in all material respects; (iii) pay and discharge as the same shall become due and payable: (i) when payable all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or its properties or assetsupon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all claims for labor, materials or supplies which if unpaid might by law become a lien upon any of its properties, unless and to the extent that the same are being contested in good faith faith; (iv) comply with all other material provisions of any material contract or agreement to which it is a party or by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture it is bound, whether oral or sale of the property written, express or assets subject implied, and pay all material obligations which it has incurred or may incur pursuant to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company contract or agreement as such Subsidiary; (ii) all lawful claims which, if unpaid, would by law obligations become a Lien upon its propertydue, unless and to the extent that the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)faith; (av) maintaincomply with all applicable laws, preserve rules and protect regulations of all governmental authorities, the violation of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not which might reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the financial condition, operations or business prospects of the Company or any Subsidiary; v. comply (vi) apply for and continue in all material respects force with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound good and reputable insurance companies adequate insurance covering risks of such types and in at least the such amounts (and with only those deductibles) customarily maintained, and against such risks as are typically customary for well-insured against, by Persons corporations of comparable similar size engaged in similar lines of business; (vii) make all required filings under the same or similar business as ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act for all acquisitions by the Company or any Subsidiary; and (viii) maintain proper books of record and account which fairly present its Subsidiaries; financial condition and (b) results of operations and make provisions on its financial statements for all worker’s compensationsuch proper reserves as in each case are required in accordance with generally accepted accounting principles, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessconsistently applied.

AFFIRMATIVE COVENANTS. As So long as any portion the WCP Investors continue to hold at least 17.5% of the outstanding voting securities of the Company (it being understood that, for purposes of this Debenture remains outstandingSection 5D, (x) all holdings of Equity Securities by Persons who are Affiliates of each other shall be aggregated for purposes of meeting any threshold tests under this Agreement and (y) no Management Investor shall be deemed an Affiliate of any WCP Investor), the Company shall, shall (and shall cause each of its Subsidiaries to), unless it has received the prior written consent of the Majority WCP Investors: i. preserve (i) maintain and maintain keep its legal existencematerial tangible properties in good repair, rights, franchises working order and privileges in the jurisdiction of its organizationcondition, and qualify from time to time make all reasonable repairs, renewals and remain qualified as a foreign business entity replacements, so that its businesses may be properly conducted in each jurisdiction in which qualification is all material respects at all times; (ii) maintain all material Intellectual Property Rights necessary in view to the conduct of its business and operations or enter into and maintain agreements providing for confidentiality, the ownership assignment of its properties and where failure maintain or qualify could reasonably be expected Intellectual Property Rights to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together and other protection for proprietary information with a statement all employees of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes or any of its Subsidiaries in a form reasonably acceptable to take with respect theretothe Majority WCP Investors; (aiii) pay comply in all material respects with all applicable laws, rules and discharge regulations of all Governmental Entities and all other obligations which it incurs pursuant to any material agreement as the same shall such obligations become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assetsdue, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained consistently applied) have been established on its books with respect thereto; (iv) cause to be done all things reasonably necessary to maintain, preserve and renew all licenses, permits and other approvals currently held by the Company or such Subsidiary; any of its Subsidiaries or necessary for the conduct of their businesses or the consummation of the transactions contemplated by the Merger Agreement; (iiv) pay and discharge when payable all lawful claims whichmaterial taxes, if unpaid, would by law become a Lien assessments and governmental charges imposed upon its propertyproperties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon), unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iiiconsistently applied) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)have been established on its books with respect thereto; (avi) maintainuse commercially reasonable efforts to continue in force with one or more responsible insurance companies adequate insurance covering risks of such types and in such amounts as are customary for companies of similar size engaged in similar lines of business and directors’ and officers’ liability insurance reasonably satisfactory to the Majority WCP Investors (and not borrow against, preserve assign, modify, cancel or surrender any such policy); and (vii) maintain proper books of record and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with the requirements of all applicable laws and all ordersGAAP, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessconsistently applied.

AFFIRMATIVE COVENANTS. As long Subject to the terms and conditions herein, for the duration of the Restructuring Support Period, each Consenting Creditor shall: (i) use commercially reasonable efforts to support and complete the Restructuring and all transactions contemplated under this Agreement (it being understood that the Consenting Creditors shall not be required to incur any costs, expenses, or liability in connection therewith), in accordance with the Milestones; (ii) (A) negotiate in good faith the Definitive Documentation and (B) exercise any and all necessary and appropriate rights, and execute and deliver any and all necessary and appropriate documentation, including any direction letters, in each case, in its capacity as any portion a holder of Claims in furtherance of the Restructuring and the Definitive Documentation; (iii) timely vote (when solicited to do so in accordance with this Agreement after receipt of a Disclosure Statement approved by the Bankruptcy Court and by the applicable deadline for doing so) all of its Participating Claims to accept the Plan and not to change or withdraw such vote prior to the voting deadline to accept or reject the Plan; provided that upon termination of this Debenture remains outstandingAgreement in accordance with the terms hereof, no Consenting Creditor shall be obligated to vote in favor of the Plan (and their respective treatment thereunder), and each Consenting Creditor may, acting individually, withdraw or revoke its tender, consent, election, or vote with respect to the Plan (and upon such revocation, deemed void ab initio); (iv) use commercially reasonable efforts to support the Company in obtaining any and all required governmental, regulatory, licensing, Bankruptcy Court, or other approvals (including, without limitation, any necessary third-party consents) necessary to implement and/or consummate the Restructuring; (v) consent to those actions contemplated by this Agreement or otherwise required to be taken to effectuate the Restructuring, including entering into all documents and agreements necessary to consummate the Restructuring; (vi) promptly notify the Company, in writing, of any material governmental or third-party complaints, litigations, investigations, or hearings (or written communications indicating that the same may be contemplated or threatened) delivered to such Consenting Creditor or to which such Consenting Creditor is a party, in each case with respect to the Restructuring; (vii) use commercially reasonable efforts to support the Company in lifting or otherwise reversing the effect of any injunction or other order or ruling of a court or regulatory body that would impede the consummation of the Restructuring; (viii) upon request by the Company and/or their advisors, promptly provide, through the Ad Hoc Group Professionals, the Company shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership Company’s advisors the aggregate principal amount of its properties and where failure maintain all Claims held by such Consenting Creditor against the Company or qualify could affiliates, on an issuance-by-issuance basis as of the date of such request; (ix) to the extent applicable, (A) not to opt-out of any third-party release contemplated by the Plan and/or (B) opt-in to any third-party release contemplated by the Plan; and (x) promptly notify or update the Company upon becoming aware (A) of a breach by such Consenting Creditor of their obligations under this Agreement, (B) that a Creditor Termination Event has occurred, or (C) of any developments or any case or controversy that has been commenced or may be commenced against the Company or any of the Consenting Creditors that would reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer impede or prevent consummation of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessRestructuring.

AFFIRMATIVE COVENANTS. As long as any portion Seller covenants and agrees with Buyer that from and after the date of this Debenture remains outstandingAgreement and prior to the Closing Date, unless the prior written consent of Buyer shall have been obtained and except as otherwise contemplated herein, that Seller shall cause the Company shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as operate its business only in the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance ordinary course consistent with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and past practices; (b) timely file all material tax returns required use reasonable efforts to be filed (subject to any valid extension)preserve intact its business organization and assets, maintain its rights and franchises, retain the services of its officers and key employees and maintain its relationships with customers; (ac) maintain, preserve use reasonable efforts to maintain and protect all of keep its material properties and equipment necessary in the operation of its business in good working order repair and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply (d) use reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that now maintained by it; (e) perform in all material respects all obligations required to be performed by it under all material contracts, leases and documents relating to or affecting the Company; (f) maintain its books and records in the usual, regular or ordinary manner consistent with past practice and provide Buyer access to such materials at a reasonable time and place as Buyer and the requirements Company may agree; (g) use reasonable efforts to obtain all authorizations, consents, orders and approvals from all governmental or regulatory authorities that may be or become necessary for its execution and delivery of all applicable laws and the performance of its obligations under this Agreement; (h) take such reasonable action as shall be required to fulfill any and all orderscontractual or statutory obligations the Company may have to any unions or labor organizations or otherwise as a result of or relating to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (i) take reasonable actions required pursuant to the terms of any indentures, writscredit agreements, injunctions contracts or other agreements to address the consequences of the transactions contemplated by this Agreement, and decrees to obtain the necessary consents and required releases pursuant to such indentures, credit agreements, contracts or agreements; (j) Seller shall deliver to Buyer all documents and information resulting from or relating to (i) all third party claims relating to, resulting from or arising out of that incident that occurred on or about December 4, 1998, involving the explosion and actual or potential Release of materials from, in, on, under or at the Company's Brighton, Colorado facility (hereinafter the "INCIDENT") and (ii) all policies of insurance and relevant correspondence regarding claims asserted under such policies or otherwise that may cover or be applicable to it or to its business or propertysuch claims; vi. [reserved](k) use its best efforts to secure from ▇▇▇▇▇▇ Financial, Inc. releases of the security interests recorded against Company's trademark registrations and patents at the U.S. Patent and Trademark Office ("PTO"), record such releases at the PTO and provide to Buyer copies and proof of such releases and recordals; and vii. maintain (al) insurance with financially sound use its best efforts to secure from Unisource Brands, Inc. an assignment from Paper Corporation of America to Unisource Worldwide, Inc. of the trademark registrations for FLASH-TITE, GLASS-PAK, GREY CORE, STRES-FLEX and reputable insurance companies in STRES-PRUF, record such assignment at least the amounts (PTO and with only those deductibles) customarily maintained, provide to Buyer copies and against proof of such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company assignment and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessrecordal.

AFFIRMATIVE COVENANTS. As long as any portion (a) From the date of this Debenture remains outstandingAgreement until the earlier of the Effective Time or the termination of this Agreement, unless the Company prior written Consent of Parent shall have been obtained (which Consent shall not be unreasonably withheld, delayed or conditioned), and except as otherwise contemplated herein, PLMT shall, and shall cause each of its Subsidiaries to: i. , (i) operate its business only in the usual, regular, and ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve intact its business organization and Assets and maintain its legal existenceRights and franchises, rights(iii) use commercially reasonable efforts to cause its representations and warranties to be correct at all times, franchises (iv) use commercially reasonable efforts to provide all information reasonably requested by Parent related to loans or other transactions made by PLMT with a value equal to or exceeding $1,000,000, and privileges in (v) take no action which would (A) adversely affect the jurisdiction timing or ability of either Party to obtain any regulatory consents required for the transactions contemplated hereby, or (B) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement. (b) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written Consent of PLMT shall have been obtained (which Consent shall not be unreasonably withheld, delayed or conditioned), and except as otherwise contemplated herein, Parent shall, and shall cause each of its organizationSubsidiaries to, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) operate its business only in the usual, regular, and ordinary course consistent with past practice (provided, however, that the foregoing shall not prevent Parent from negotiating or consummating other business combination transactions with other institutions, as long as (x) Parent and/or Parent Banksub, as applicable, is the acquiror or survivor in any such transaction, and (y) any such business combination transaction will not adversely affect the likelihood or timing of Parent and Parent Banksub receiving all tax liabilities, assessments required regulatory approvals for the Merger and governmental charges the Bank Merger or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject satisfaction of any other conditions to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; Closing), (ii) all lawful claims whichuse commercially reasonable efforts to preserve intact its business organization and Assets and maintain its rights and franchises, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) use commercially reasonable efforts to cause its representations and warranties to be correct at all Indebtednesstimes, as and when due (iv) take no action which would (A) adversely affect the timing or ability of either Party to obtain any regulatory consents required for the transactions contemplated hereby, or (B) materially adversely affect the ability of either Party to perform its covenants and payableagreements under this Agreement. (c) PLMT and Parent each shall, but subject and shall cause each of its Subsidiaries to, cooperate with the other Party and provide all necessary corporate approvals, and cooperate in seeking all approvals of any business combinations of PLMT and its Subsidiaries requested by Parent, provided, the effective time of such business combinations is on or after the Effective Time of the Merger. (d) Parent and PLMT shall cooperate and use their commercially reasonable efforts to deliver Parent’s and PLMT’s Tax counsel and Tax advisors a certificate containing representations reasonably requested by such counsel and/or advisors in connection with the rendering of the Tax opinions to be issued by such counsel and/or advisors with respect to the terms treatment of this Debenture; the Merger as a “reorganization” within the meaning of Section 368(a) of the Code as required under Section 8.2(e) and (bSection 8.3(f) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects connection with the requirements filing of all applicable laws the Parent’s Registration Statement. Parent’s and all orders, writs, injunctions PLMT’s Tax counsel and decrees applicable Tax advisors shall be entitled to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies rely upon such representations in at least the amounts (and with only those deductibles) customarily maintained, and against rendering any such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessopinions.

AFFIRMATIVE COVENANTS. As long The Centralising Unit undertakes: (i) to provide the Purchaser without undue delay, on a non consolidated basis, with: (a) its annual accounts (balance sheet, profit and loss accounts and annexes), as any portion of this Debenture remains outstandingpublished and certified by its statutory auditors, the Company shallrelated report of the board of directors and statutory auditors, and shall cause each an extract of the minutes of the shareholders' annual general meeting approving the said accounts, no later than forty-five calendar days (45) following the holding of its Subsidiaries to:shareholders' annual general meeting; i. preserve (b) all published interim financial information; and (c) all other information, reports or statements as the Purchaser may at any time reasonably request and maintain depending on the type of information requested, in accordance with the procedures applicable to the communication of information under this Agreement; (ii) to request promptly any authorisation as may become necessary for the performance of its obligations under the Transaction Documents to which it is a party; (iii) to do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, existence and the rights, licenses, permits, privileges and franchises and privileges in material to the jurisdiction conduct of its organizationbusiness, except to the extent that failure to keep in effect such rights, licenses, permits privileges and qualify and remain qualified as a foreign business entity franchises would not be reasonably likely to result in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide (iv) upon knowledge by the Centralising Unit that (a) an Early Amortisation Event has occurred, to notify forthwith the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer Purchaser of the Companysame and (b) a Potential Early Amortisation Event has occurred, together with a statement to notify forthwith the Purchaser of such executive officer setting forth the details same and, where applicable, of such Event of Default and the actions which the Company Centralising Unit has taken and and/or proposes to take with respect theretothereto in order to prevent such Potential Early Amortisation Event from becoming an Early Amortisation Event; (av) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or to carry on its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves business in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims whichapplicable laws and regulations, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could would not be reasonably be expected likely to have result in a Material Adverse Effect; v. comply (vi) on the first sixth month anniversary of the date hereof following the date on which it has appointed a statutory auditor within the meaning of article 2:393 of the Dutch Civil Code, to deliver to the Purchaser an Auditors Certificate in all material respects a form reasonably acceptable to the Purchaser and thereafter to deliver an Auditors Certificate in such form within six month after the date of the delivery of the previous Auditors Certificate; (vii) commencing on the date on which a Solvency Certificate is drawn up in accordance with Article 5 (Conditions precedent to the commencement of this Agreement), to deliver to the Purchaser (on a date which shall be a Settlement Date during the Replenishment Period), a Solvency Certificate within three (3) calendar months after the date of delivery of the previous Solvency Certificate, in accordance with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or propertyform set out in Schedule 5; vi. [reserved]; and(viii) to provide the Agent on each Information Date before 11.00 pm with a copy of the Assessment Report and a List of Purchasable Receivables in the form agreed between the parties to this Agreement; vii. maintain (ix) to provide on each Settlement Date during the Replenishment Period before 9.00 am, the Transfer Deeds; (x) to transmit to the Agent and the Purchaser a certificate evidencing compliance with the Financial Covenants at the time of delivery of such financial information described in points (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) of section 5.01 of the European Credit Facility; (xi) to inform the Purchaser, as soon as possible, and in so far as is permitted by applicable laws and regulations of any restructuring leading to GOODYEAR DUNLOP TIRES EUROPE B.V. ceasing to hold directly or indirectly 100% in the voting rights of the Centralising Unit; (xii) to ensure that any information transmitted by the Centralising Unit or any of the Sellers during the course of the Securitisation Transaction and pursuant to the Transaction Documents is accurate and true in all worker’s compensationmaterial respects; (xiii) to maintain effective and in full force at all times the Intercompany Arrangements with the Centralising Unit and the other Sellers, employer’s liability insurance or similar insurance as and not to change such Intercompany Arrangements in any way that may be required adversely affect the rights of the Purchaser under the laws of any state or jurisdiction in which it may be engaged in businessSecuritisation Transaction.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, Unless the Company shall, Required Lenders shall otherwise agree: (a) The Borrower shall maintain its existence and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of to do its business as currently conducted, except where the failure to maintain such qualification would not reasonably be expected to have a Material Adverse Effect. (b) The Borrower shall comply with all Applicable Laws, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. (c) The Borrower shall obtain and operations keep in full force and effect all Authorizations, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. (d) The Borrower shall promptly notify the Lenders of the occurrence of (i) any Default or Event of Default and (ii) any litigation, arbitration, mediation or administrative or regulatory proceedings that are instituted or threatened in writing against the ownership of its properties and where failure maintain or qualify Borrower after the Agreement Date which could reasonably be expected to have a Material Adverse Effect;. ii. provide to (e) The Borrower shall maintain and keep in force, for each business in which Borrower is engaged, insurance of the Holder, promptly upon becoming aware thereof (types and in any event within one amounts customarily carried in similar lines of business, including but not limited to fire, liability and property damage, in each case in such amounts (1) day after the occurrence thereofgiving effect to self-insurance), a notice of each Event of Default known to an executive officer of with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for companies similarly situated in the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto;industry. (af) The Borrower shall pay and discharge as the same shall before they become due delinquent any and payable: (i) all tax liabilitiesmaterial taxes, assessments and governmental charges or levies upon it or its properties or assetslevies, unless the same are being contested including without limitation federal and state income taxes and state and local property taxes and assessments, except (a) such as Borrower may in good faith by appropriate proceedings diligently conducted (contest or as to which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims whicha bona fide dispute may arise, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required for which Borrower has made provision, to be filed (subject to any valid extension); (a) maintainthe Required Lenders’ reasonable satisfaction, preserve and protect all of its material properties and equipment necessary for eventual payment thereof in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) event Borrower is obligated to make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businesspayment.

AFFIRMATIVE COVENANTS. As long (a) From the date hereof and prior to the earlier to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article X, except as otherwise provided herein or in any portion of the Transaction Documents or as required by Applicable Law, and except as otherwise consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company Entities shall, and Swan Sponsor shall cause each of the Company Entities to: (i) conduct their respective businesses only in the ordinary course of business; (ii) preserve intact their respective assets, goodwill and relationships with customers, suppliers and other business relations; (iii) continue to maintain in full force and effect all insurance policies funding Company Entity Benefit Plans; (iv) continue to maintain in full force and effect the material insurance policies covering the Company Entities and their respective assets in accordance with their terms, or renew or replace such policies at or prior to expiration; (v) promptly update the Business Employee List from time to time prior to the Closing to ensure its continuing accuracy; (vi) promptly notify Parent in writing after becoming aware of any (A) material inquiries or (B) audits or investigations, in each case, instituted by Governmental Authorities in writing with respect to Taxes of a Company Entity; and (vii) within thirty (30) days after the end of each month, provide to Parent the Operating Reports for such month. (b) From the date hereof and prior to the earlier to occur of the Closing Date and the date that this Debenture remains outstandingAgreement is terminated in accordance with Article X, Swan Sponsor, ManagementCo and the Company shall, and shall cause each other Company Entity to, permit Parent and its authorized representatives, at the sole cost of its Subsidiaries to: i. preserve Parent, reasonable access, during normal business hours and maintain its legal existencein such manner as not to unreasonably interfere with the operations of the Company Entities, rightsto the properties, franchises and privileges in the jurisdiction of its organizationbooks, contracts, and qualify records of the Company Entities (including any properties, books, contracts and remain qualified records relating to the Company Entities possessed by Swan Sponsor or ManagementCo) and to appropriate officers and employees of the Company Entities as are reasonably identified by Parent. Swan Sponsor and the Company shall have the right to have a foreign business entity representative present at all times during any such inspections, interviews, and examinations; provided that Swan Sponsor, the Company or ManagementCo shall not use such right to unreasonably delay or prohibit Parent's investigation rights under this Agreement. Notwithstanding the foregoing, Parent shall have no right of access to, and Swan Sponsor and the Company shall have no obligation to provide to Parent, information: (i) relating to bids or proposals received from others in each jurisdiction in which qualification is necessary in view connection with the transactions contemplated by this Agreement (or similar or alternative transactions) and information and analyses (including financial analyses) relating to such bids or proposals; (ii) to the extent disclosure of its business and operations such information may jeopardize the attorney-client privilege or the ownership of its properties and where failure maintain attorney work product protections or qualify could would cause or reasonably be expected to cause a loss of trade secret protection; or (iii) any information the disclosure of which would result in a violation of Applicable Law or breach of contract; provided that in the case of clauses (ii) and (iii), Swan Sponsor shall use its commercially reasonable efforts (at the sole cost of Parent) to make appropriate substitute disclosure arrangements with respect to such information. Notwithstanding anything herein to the contrary, neither Swan Sponsor nor any of the Company Entities shall be required to disclose any information to Parent or its Representatives if disclosure of such information would, as reasonably determined by Swan Sponsor acting in good faith, result in a violation of Applicable Law. Any document, correspondence or other information provided pursuant to this Section 6.1(b) may be redacted to remove references to transactions, valuations or similar information. All requests for information made under this Section 6.1(b) shall be directed to the Person designated by Swan Sponsor in a notice delivered to Parent in accordance with Section 13.2. For the avoidance of doubt, Parent will have no right to access any information regarding Swan Sponsor or any of its Affiliates other than as expressly provided for in this Section 6.1(b). (c) Prior to the Closing, Parent and Parent's representatives shall not contact or communicate with any employees, customers, suppliers and other business relations of any of the Company Entities in connection with the transactions contemplated hereby or the business of any of the Company Entities without the prior written consent of Swan Sponsor and the Company, such consent not to be unreasonably withheld. Swan Sponsor, the Company and Parent shall cooperate in seeking the Required Consents and Required Amendments (and Parent shall be permitted to participate) in discussions and negotiations with counterparties regarding any Required Amendment. Upon request by Parent, to the extent such consent is granted, Swan Sponsor and the Company shall use commercially reasonable efforts to facilitate communications between Parent and the employees, customers, suppliers and other business relations (at the sole cost of Parent). Swan Sponsor shall have the right to have a Material Adverse Effectrepresentative present at all times during and participate in any such communication or contact. No communication by Parent or any of its representatives with any employee, customer, supplier or other business relation of any of the Company Entities shall be made by Parent or such representative for the purpose of competing with any Company Entity. Notwithstanding anything herein to the contrary, neither Swan Sponsor nor any of the Company Entities shall be required to consent to or facilitate any such contact or communication if such contact or communication would, as reasonably determined by Swan Sponsor acting in good faith, result in a violation of Applicable Law. (d) Parent and Parent's representatives shall not have access to, and shall not be permitted to conduct any environmental due diligence with respect to any asset of any Company Entity where Swan Sponsor does not have the authority to grant access for due diligence purposes (provided, however, Swan Sponsor shall use its commercially reasonable efforts to obtain permission from any third party to allow Parent and Parent's representatives access to sites leased, subleased or licensed by a Company Entity and used in the current operations of a Company Entity, provided, that Parent agrees to comply with all of third party's company safety and environmental policies). Parent and Parent's representatives shall, if requested by any such third party, enter into customary confidentiality and/or indemnification agreements prior to any physical inspection of any asset of any Company Entity. To the extent Parent or any of Parent's representatives are afforded access to any such site, they will obey all rules and regulations required by the third party granting such access to be observed with respect to such site. Notwithstanding anything to the contrary, neither Parent nor Parent's representatives shall conduct any invasive or destructive surveys, tests or inspections without the prior written consent of Swan Sponsor. (e) Parent shall indemnify and hold harmless Swan Sponsor and the Company and their respective Affiliates and representatives from and against any and all liabilities or Damages arising out of or in connection with any site visits or inspections of the Swan Facilities or any other properties of the Company Entities by Parent and its representatives, including any such site visits or inspections conducted pursuant to Section 6.1(d); ii(f) Parent shall prepare all necessary forms, notices, and other documents necessary to transfer the existing Governmental Licenses of the Company Entities, including Environmental Authorizations, to Parent. provide The Company shall use its commercially reasonable efforts to cooperate with Parent (at the Holdersole cost of Parent) in effectuating the transfer of any of the Company's existing Governmental Licenses which are required to be transferred as a result of the transactions contemplated by this Agreement, promptly upon becoming aware thereof including by executing any forms, notifications or other documentation as reasonably requested by Parent. (and in g) All (i) information concerning Swan Sponsor, its Affiliates or any event within one (1) day after of the occurrence thereof), a notice of each Event of Default known to an executive officer Company Entities furnished or provided by or on behalf of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes Swan Sponsor or their respective Affiliates to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it Parent or its properties representatives (whether furnished before or assets, unless after the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect date of preventing the forfeiture or sale of the property or assets subject to any such Lienthis Agreement) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims whichcommunications with any employees, if unpaidcustomers, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect suppliers and other business relations of preventing the forfeiture or sale any of the property or assets Company Entities (and any information derived therefrom), shall be "Confidential Information" as defined under, and shall be held subject to, the confidentiality agreement between Riverstone Investment Group LLC and Brookfield Infrastructure Group Corporation, dated as of February 13, 2015 (the "Confidentiality Agreement"); provided, however, that the confidentiality, non-use, non-solicitation and other obligations contained therein shall expire on the latest to any such Lienoccur of (i) the applicable expiration dates set forth in the Confidentiality Agreement and adequate reserves (ii) the first anniversary of the date this Agreement is terminated in accordance with GAAP are being maintained by Article X. (h) Prior to the earlier to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article X, the Company and Parent shall use commercially reasonable efforts to obtain the Rectification Order. (i) Prior to the earlier to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article X, the Company shall reasonably cooperate with Parent (at Parent's sole cost and expense) in Parent obtaining (i) estoppel certificates from the lessors under those Leases set forth on Schedule 6.1(i), in the forms prescribed in such Leases or such Subsidiary; otherwise in form and substance reasonably acceptable to Parent and (iiiii) all Indebtedness, as and when due and payable, but the Endorsements (subject to the terms payment of premiums, fees and expenses by Parent) and all documents reasonably required by the Title Company for its issuance of the Endorsements, including usual and customary affidavits and statements (without indemnity). (j) Prior to the earlier to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article X, (i) upon determining that any fact, circumstance or change is reasonably likely to result in a "significant deficiency" or a "material weakness" in the Company's internal controls over financial reporting after the date of this Debenture; Agreement, Swan Sponsor shall provide to Parent prompt written notice of the same and (bii) timely file all upon becoming aware of any material tax returns required violations of provisions of such codes of ethics by any such persons after the date of this Agreement, the Company shall provide prompt written notice of the same to be filed (subject to any valid extension);Parent. (ak) maintain, preserve and protect all No efforts made or actions taken by Swan Sponsor or any of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (bEntities pursuant to Sections 6.1(b), 6.1(c), 6.1(d) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.6.1

AFFIRMATIVE COVENANTS. As long The Company covenants and agrees that it will (unless waived in whole or in part by the holders of at least a majority of the then outstanding Shares) perform and observe the following covenants and provisions, and will cause each Subsidiary, if and when such Subsidiary exists, to perform and observe such of the following covenants and provisions as are applicable to such Subsidiary: (a) The Company and each Subsidiary will pay and discharge all lawful taxes, assessments and governmental charges or levies imposed upon it or upon its income or property before the date on which penalties attach thereto, and all lawful claims which, if unpaid, would become a lien or charge on any portion properties of this Debenture remains outstanding, the Company shallor any Subsidiary; provided, however, that neither the Company nor any Subsidiary will be required to pay any tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or the Subsidiary will have set aside on its books reserves, if any, to the extent required by generally accepted accounting principles ("GAAP") with respect thereto. All transfer, excise or other taxes payable to any jurisdiction (in the United States and outside of the United States) or by reason of the sale or issuance of the Shares (except for such taxes payable by reason of any subsequent transfer of the Shares) shall be paid or provided for by the Company. (b) The Company shall maintain, or shall cause to be maintained valid policies of workers' compensation insurance and insurance with responsible and reputable insurance companies or associations in such amounts, types and covering such risks as are acceptable to the Board of Directors of the Company and are customarily carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company or such Subsidiary operates, including, without limitation, directors and officers liability insurance and insurance against loss, damage, fire, theft, public liability, products liability, clinical trial liability and other risks. (c) The Company and each of its Subsidiaries to: i. Subsidiary shall preserve and maintain its legal corporate existence, rights, franchises and privileges in the jurisdiction of its organizationincorporation, and shall qualify and remain qualified qualified, and cause each Subsidiary to qualify and remain qualified, as a foreign business entity corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or the ownership or lease of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holderproperties, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could preserve, maintain and qualify, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect (as defined in the Series A Agreement). The Company shall, and shall cause each Subsidiary to, secure, preserve and maintain all Intellectual Property Assets (as defined in the Series A Agreement) owned or possessed by it, except where the failure to so secure, preserve and maintain such Intellectual Property Assets would not have a Company Material Adverse Effect;. v. (d) The Company shall, at any time during normal business hours and upon reasonable prior notice to the Company, permit any Holder of at least 600,000 (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) Shares (a "MAJOR HOLDER"), or its designated representative, to (i) visit and inspect the premises and any of the properties of the Company and any Subsidiary, including its records and books of account (and make copies thereof and take extracts therefrom), and (ii) discuss the affairs, finances and accounts of the Company and any Subsidiary with its officers, directors, employees and accountants, all at the expense of such Major Holder; provided, that the Company shall not be obligated under this Section 4.1(d) with respect to information whose disclosure would adversely affect attorney-client privilege with respect to such information; provided, further, that the Company shall not be obligated under this Section 4.1(d) with respect to any information which the Board of Directors determines in good faith is confidential and should not be disclosed unless the applicable Major Holder executes a confidentiality agreement in form and substance reasonably acceptable to the Company. Subject to the foregoing restrictions, the disclosure of information to a Major Holder's representative shall be permitted so long as the Major Holder informs such representatives that the information is confidential and subject to an ongoing obligation to keep such information confidential. (e) The Company will use reasonable efforts to provide to each Major Holder written notice of any litigation or government proceeding or investigation pending or threatened against the Company or any Subsidiary, or against any of their respective officers, directors, persons in charge of a principal business function, or other individuals designated by the Board of Directors of the Company as a key employee, or principal shareholder of the Company or any Subsidiary, in each case with potential liability in excess of $1,000,000, promptly after receiving written notice of the foregoing. In addition, the Company shall promptly notify the Investors if at any time the Company does not have sufficient operating capital to operate the Company in a manner similar to its then current operations for a period of at least sixty (60) days. (f) The Company will require each person now or hereafter employed by or providing consulting services to the Company or any Subsidiary with access to confidential and proprietary information of the Company to enter into a non-disclosure and proprietary rights assignment agreement substantially in the form approved by the Board of Directors (or, with respect to consultants, such other form or forms containing proprietary information and confidentiality obligations consistent with industry practices). (g) The Company and each Subsidiary shall keep adequate records and books of account in which complete entries will be made in accordance with GAAP with respect to all financial transactions of the Company and any Subsidiary, and in which, for each fiscal year, all proper reserves for depreciation, depletion, returns of merchandise, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall be made. (h) At least 30 days prior to the commencement of each fiscal year, the Company will prepare and submit to, and obtain in respect thereof the approval from the Board of Directors, the operating budgets, operating expenses, profit and loss projections, cash flow projections and a capital expenditure budget (the "ANNUAL BUDGET") for the succeeding fiscal year. Promptly after it is approved by the Board, a copy of the Annual Budget shall be provided to each Major Holder. (i) The Company will, upon any increase in the number of shares of Common Stock issuable upon conversion of outstanding Series A Shares, reserve additional shares of Common Stock for issuance upon such conversion, so that the number of shares of Common Stock so reserved will not at any time be less than the number of such shares issuable upon such conversion. (j) The Company will take such actions as are necessary to ensure that all Patents (as defined in the Series A Agreement) owned by the Company are kept in force and maintained in compliance with formal legal requirements (including payment of required filing, examination and maintenance fees and filing of required proofs of working or use), unless otherwise determined by the Board of Directors in advance of the failure to take any such actions with respect to any particular Patent. (k) The Company hereby agrees to provide prompt notice to Major Holder following any "determination date" (as defined in Treasury Regulation Section 1.897-2(c)(1)) on which the Company becomes a United States real property holding corporation. In addition, upon a written request by a Major Holder, the Company shall provide such Major Holder with a written statement informing the Major Holder whether the Major Holder's interest in the Company constitutes a United States real property interest. The Company's determination shall comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it Treasury Regulation Section 1.897-2(h)(1) or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintainedany successor regulation, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company shall provide timely notice to the Internal Revenue Service, in accordance with and its Subsidiaries; and (bto the extent required by Treasury Regulation Section 1.897-2(h)(2) all worker’s compensationor any successor regulation, employer’s liability insurance or similar insurance as may that such statement has been made. The Company's written statement to a Major Holder shall be required under delivered to the laws Major Holder within 10 days of any state or jurisdiction in which it may be engaged in businessthe Major Holder's written request therefor.

AFFIRMATIVE COVENANTS. As So long as any portion of this Debenture remains outstandingamount is unpaid hereunder, the Company shall, and shall cause each of its Subsidiaries toBorrower will: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) keep proper books of account in manner in accordance with generally accepted accounting principles; (b) permit, upon written notice and during normal business hours, inspections and audits by Lender or by Lender's agents of all books, records and papers in the custody or control of Borrower or of others relating to any security for the obligations hereunder or Borrower's or any of its subsidiaries financial or business condition, including the making of copies thereof and abstracts therefrom and inspection and appraisal of any of Borrower's or its subsidiaries' assets; (c) at the request of the Lender, deliver to Lender financial information in such form and detail and at such times as are satisfactory to Lender, including, without limitation, Borrower's quarterly financial statements; (d) promptly pay and discharge as the same shall become due and payable: (i) all tax liabilitiestaxes, assessments and other governmental charges or levies upon it due from Borrower or its properties or assetssubsidiaries; provided however, unless that nothing herein contained shall be interpreted to require the same are payment of any such tax so long as its validity is being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and Borrower maintains adequate reserves in accordance with GAAP are being maintained by the Company or respect to such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)tax; (ae) maintainkeep adequately insured at all times with responsible insurance carriers against liability on account of damage to persons or property; (f) promptly inform Lender of the commencement of any action, preserve and protect all suit, proceeding or investigation against Borrower or any of its material properties subsidiaries, or the making of any counterclaim against Borrower or any of its subsidiaries in any action, suit or proceeding and equipment of all liens against any of Borrower's or any of its subsidiaries' property, and of the occurrence of any default hereunder; (g) pay all indebtedness to Lender and to third parties when due; and (h) maintain Borrower's and each of its subsidiaries' corporate existence, comply with all applicable laws and regulations and maintain all property useful and necessary in the operation of its Borrower's business in good working order repair and operating condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company shall, and shall cause each of its Subsidiaries to: i. (i) preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; (ii. ) provide to Agent and the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (iv) (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. (v) comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; (vi. ) [reserved]; and; (vii. ) maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business. All such insurance policies required pursuant to clause (a) of this Section shall name the Agent as a loss payee (in the case of property or other casualty insurance) and an additional insured (in the case of liability insurance); (viii) use reasonable efforts to cause the Company to remain eligible to use Form S-3 for a delayed or continuous offering pursuant to Rule 415(a)(1)(x) promulgated under the Securities Act of 1933, as amended.

AFFIRMATIVE COVENANTS. As long as any portion Until payment in full of this Debenture remains outstandingthe Obligation, the Company shall, agrees and covenants that the Company shall and shall cause each of its Subsidiaries the other Company to: i. preserve (i) conduct its business in an orderly and efficient manner consistent with good business practices and in accordance with all valid regulations, laws, and orders of any governmental authority and will act in accordance with customary industry standards in maintaining and operating its assets, properties, and investments; (ii) maintain its legal existence, rights, franchises complete and privileges in the jurisdiction accurate books and records of its organizationtransactions in accordance with generally accepted accounting principles, and, if an Event of Default exists, will give Lender access during business hours to all books, records and qualify documents of the Company and remain qualified as permit Lender to make and take away copies thereof, provided the Lender signs a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effectconfidentiality agreement; ii. provide (iii) furnish to Lender (i) unless the following are filed with the SEC through ▇▇▇▇▇ and are available to the Holderpublic through ▇▇▇▇▇, promptly within two (2) Business Days after the filing thereof with the SEC, a copy of Company’s Annual Reports on Form 10-KSB, its Quarterly Reports on Form 10-QSB, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the Securities Act of 1933, as amended; (ii) on the same day as the release thereof, facsimile or email copies of all press releases issued by Company; and (iii) copies of any notices and other information made available or given to the stockholders of Company generally, contemporaneously with the making available or giving thereof to the stockholders; (iv) furnish to Lender, immediately upon becoming aware thereof (and in of the existence of any condition or event within one (1) day after the occurrence thereof), a notice of each constituting an Event of Default known to or event which, with the lapse of time and/or giving of notice would constitute an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default Default, written notice specifying the nature and the actions period of existence thereof and any action which the Company has taken and is taking or proposes to take with respect thereto; (av) pay and discharge as the same shall become due and payablepromptly notify Lender of: (iA) all tax any material adverse change in its financial condition or business; (B) any default under any material agreement, contract, or other instrument to which the Company is a party or by which any of its properties are bound, or any acceleration of any maturity of any indebtedness owing by the Company; (C) any material adverse claim against or affecting the Company or any of its properties; and (D) any litigation, or any claim or controversy which might become the subject of litigation, against the Company or affecting the Company’s property, if such litigation or potential litigation might, in the event of an unfavorable outcome, have a material adverse effect on the Company’s financial condition or business or might cause an Event of Default; (vi) promptly furnish to Lender, at ▇▇▇▇▇▇’s reasonable request, such additional financial or other information concerning assets, liabilities, assessments operations, and governmental charges transactions of the Company as Lender may from time to time reasonably request, subject to restrictions imposed by state and federal securities laws; (vii) promptly pay all lawful claims, whether for labor, materials, or levies upon it otherwise, which might or its properties could, if unpaid, become a lien or assetscharge on any property or assets of the Company, unless and to the extent only that the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings and reserves have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)been established therefor; (aviii) maintainmaintain on its properties insurance of responsible and reputable companies in such amounts and covering such risks as is prudent and is usually carried by companies engaged in businesses similar to that of the Company; the Company shall furnish Lender, on request, with certified copies of insurance policies or other appropriate evidence of compliance with the foregoing covenant; (ix) comply with all applicable legal requirements of any governmental authority; (x) preserve and protect maintain all of its material properties licenses, privileges, franchises, certificates, and equipment the like necessary in for the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]business; and vii. maintain (axi) insurance with financially sound pay and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintaineddischarge all taxes, assessments, and against governmental charges or levies imposed upon it or upon its income or profits, or upon any property belonging to it, before such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.amounts become delinquent;

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company shall, and shall cause each of its Subsidiaries to: i. (i) preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; (ii. ) provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. (v) comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; (vi. ) [reserved]; and; (vii. ) maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business; and (viii) use reasonable efforts to cause the Company to remain eligible to use Form S-3 for a delayed or continuous offering pursuant to Rule 415(a)(1)(x) promulgated under the Securities Act of 1933, as amended.

AFFIRMATIVE COVENANTS. As long The Seller hereby covenants and agrees with the Company that, except (i) as permitted by this Agreement, (ii) as disclosed in the Seller Disclosure Schedule, (iii) as required by Law, or by a Governmental Authority of competent jurisdiction, provided, that prior to failing to take any portion of this Debenture remains outstandingsuch action, the Seller notifies the Company shall, thereof and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of extent required by the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes uses its reasonable best efforts to take any such action otherwise subject to such Law or Governmental Authority, or (iv) as otherwise consented to in writing by the Company, during the period from the date hereof to the earlier of the Effective Time or the termination of this Agreement in accordance with respect thereto;its terms, it will, and it will cause each Seller Subsidiary, to: (a) pay operate its business only in the usual, regular and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance ordinary course consistent with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and past practices; (b) timely file use all material tax returns required reasonable efforts to be filed (subject to any valid extension)preserve intact its business organization and assets, maintain its rights and franchises, retain the services of its officers and key employees and maintain its relationships with customers; (ac) maintain, preserve use all reasonable efforts to maintain and protect all of keep its material properties in as good repair and equipment necessary in the operation of its business in good working order and conditioncondition as at present, ordinary wear and tear excepted; (d) use all commercially reasonable efforts to keep in full force and effect director and officer liability insurance comparable in amount and scope of coverage to that now maintained by it (the “Existing D&O Policy”), except as provided in Section 6.5; (e) perform in all material respects all obligations required to be performed by it under all material contracts, leases, and documents relating to or affecting its assets, properties, and business; (f) comply with and perform in all material respects all obligations and duties imposed upon it by all applicable Laws, including, without limitation, all filing requirements under the Securities Act and the Exchange Act; and and (bg) make all necessary repairs thereto and renewals and replacements thereof except where not to take any action or fail to take any action which, individually or in the failure to do so could not reasonably aggregate, can be expected to have a Seller Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.

AFFIRMATIVE COVENANTS. As long Except as any portion otherwise expressly permitted or required by this Agreement or as required by applicable Law, during the pendency of this Debenture remains outstandingAgreement, the Company shall, Legacy shall and shall cause each of its the Legacy Subsidiaries to: i. preserve and (A) Maintain its corporate existence in good standing; (B) Use commercially reasonable efforts to maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view general character of its business and operations or the ownership of conduct its properties business in its ordinary and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together usual manner consistent with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect theretopast practices; (aC) pay Extend credit only in material compliance with lending policies and discharge as practices existing on the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)date hereof; (aD) maintain, Use commercially reasonable efforts to preserve and protect all its business organization intact; to retain the services of its material properties present employees, officers, directors and equipment necessary in agents; to retain its present customers, depositors, suppliers and correspondent banks; and to preserve its goodwill and the operation goodwill of its suppliers, customers and others having business relationships with it; (E) Maintain all offices, machinery, equipment, materials, supplies, inventories and Properties owned, leased or used by it (whether under its control or the control of others) in good working order operating repair and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply (F) Timely file all tax returns required to be filed by it and promptly pay all taxes, assessments, governmental charges, duties, penalties, interest and fines that become due and payable, except those being contested in good faith by appropriate proceedings; (G) Continue to identify, monitor, classify and treat all assets in substantially the same manner as it has in the past and in accordance with applicable Law and its policies, procedures and practices existing on the date hereof; (H) Account for all transactions in accordance with GAAP; (I) Perform all of its material obligations under contracts, leases and documents relating to or affecting its assets, Properties and business, except such obligations as it may in good faith reasonably dispute; (J) Maintain and keep in full force and effect, in all material respects with the requirements of respects, presently existing insurance coverage and give all applicable laws notices and present all orders, writs, injunctions claims under all insurance policies in due and decrees applicable to it or to its business or property; vi. [reserved]timely fashion; and vii. maintain (aK) insurance Timely file all reports required to be filed with financially sound and reputable insurance companies Governmental Authorities which shall conform, in at least the amounts (and with only those deductibles) customarily maintainedall material respects, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessto applicable Law.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company Borrower shall, and shall cause each of its Subsidiaries to: i. : (a) preserve and maintain keep in full force and effect its legal existenceexistence and all rights and franchises, rightslicenses and permits material to its business, franchises (b) pay all income and privileges in the jurisdiction of its organization, other taxes and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations assessments imposed upon it or the ownership any of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holderassets or in respect of any of its income, promptly upon becoming aware thereof (and in businesses or franchises before any event within one (1) day after the occurrence thereof)penalty or fine accrues thereon, a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same except for those that are being contested in good faith by appropriate proceedings diligently conducted (and for which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves are maintained in accordance with GAAP are being maintained by and such proceeding shall stay the Company attachment, sale, disposition, foreclosure or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested forfeiture of any asset of Borrower in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to connection with any such Liencontested tax, assessment, charge or claim, (c) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, (d) keep adequate books of record and account, in which complete entries shall be made of all financial transactions and the assets and of its business, (e) on or prior to September 30, 2013 (and promptly after the establishment of any new facilities or co-host locations), deliver to Lender duly executed landlord or collateral access agreements, in form and substance satisfactory to Lender, for all premises (including offices and co-host locations) at which any Collateral is located (other than Borrower’s offices in Cambridge, Massachusetts for which a landlord agreement was delivered to Lender on or prior to the date hereof), (f) promptly take all necessary Cleanup action on, under or affecting any property owned, leased or operated by Borrower in accordance with all applicable laws and the applicable policies, orders and directives of all ordersfederal, writsstate and local governmental authorities, injunctions and decrees conduct and complete such Cleanup action in material compliance with all applicable to it or Environmental Laws, and (g) if Borrower had not closed an equity financing in an amount of at least $40 million pursuant to its business filing of a registration statement on Form S-1 on or property; vi. [reserved]; and vii. maintain prior to March 31, 2014, then, on or before April 30, 2014 (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against or such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance later date as may be required under consented to by Lender (such consent not to be (i) subject to or conditioned upon the laws payment of any state fee or jurisdiction in which it may be engaged in business(ii) unreasonably withheld, conditioned or delayed)), Borrower shall have entered into, closed and funded under an executed term sheet for an equity financing from an alternative financing source (inclusive of growth equity funds, inside investors or pharmaceutical partners) for an amount not less than $20 million.

AFFIRMATIVE COVENANTS. As long as any portion Until the termination or expiration of this Debenture remains outstandingContract, FCPH shall: (a) Execute such documents and present all necessary documents to the Board for signature as are reasonably necessary to ensure that the Board receives all services that it is entitled to under the Contract and shall take no action that would revoke to the Board’s rights under this Contract; (b) Give notice to the Board, within ten (10) days of FCPH learning thereof, of any litigation involving a claim for damages in excess of One Hundred Thousand Dollars ($100,000) affecting or relating to FCPH or the services required under this Contract. (c) Promptly notify the Board if: (i) FCPH learns of the occurrence of any event which constitutes, or, with the passage of time, the Company shallgiving of notice or otherwise, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existencewill constitute, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each an Event of Default known to an executive officer or a default under this Contract or any of the Companyits other loan documents, together with a detailed statement of such executive officer setting forth by a duly authorized representative specifying the details of such Event of Default nature thereof and the actions which the Company has taken and what action FCPH is taking or proposes to take with respect thereto; (aii) pay FCPH receives any notice of default from, or the taking of any other action by, the holder(s) of any promissory note, debenture or other evidence of indebtedness of FCPH, together with a detailed statement by FCPH’s duly authorized representative specifying the notice given or other action taken by such holder(s) and discharge as the same shall become due nature of the claimed default and payable: what action FCPH is taking or proposes to take with respect thereto; (iiii) all tax liabilitiesFCPH learns of the existence of any legal, assessments and governmental charges judicial or levies upon it regulatory proceedings affecting FCPH or any of its properties or assets, unless assets in which the same are being contested in good faith amount involved is material and is not covered by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture insurance or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaidadversely determined, would by law become cause a Lien upon its propertymaterial adverse change in the business, unless the same are being contested in good faith by appropriate proceedings diligently conducted prospects, profits, properties, assets or condition (which proceedings have the effect financial or otherwise) of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such SubsidiaryFCPH; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension);or (aiv) maintain, preserve and protect all of its There shall occur or exist any other event or condition causing a material properties and equipment necessary adverse change in the operation business, prospects, profits, properties, assets or condition (financial or otherwise) of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessFCPH.

AFFIRMATIVE COVENANTS. As long as any portion The Borrower agrees that until the termination of this Debenture remains outstandingthe Commitment and the payment and satisfaction in full of all the Obligations, the Company shall, Borrower will comply with its obligations as set forth throughout this Agreement and shall cause each of its Subsidiaries towill: i. preserve and maintain its legal existence, rights, franchises and privileges in (a) furnish the jurisdiction of its organization, and qualify and remain qualified Bank: (i) as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and soon as available but in any event within one ninety (190) day days after the occurrence thereofclose of each fiscal year, its Financials, prepared in accordance with GAAP, for such fiscal year, in such form as is satisfactory for inclusion in the audited Financials of Ormat Industries Ltd. (the ultimate parent company), a notice and certified by the Borrower's accountants; (ii) as soon as available but in any event within sixty (60) days after the end of each fiscal quarter its unaudited Financials for such quarter, certified by its chief financial officer; and (iii) together with the quarterly and annual audited Financials, a certificate of the Borrower certifying that no Default or Event of Default known to an executive officer of the Companyhas occurred, together with a statement of such executive officer setting forth the details of such Event of Default and or if it has, the actions which taken by the Company has taken and proposes to take Borrower with respect thereto; (ab) pay keep true and discharge accurate books of account, maintain its current fiscal year and permit the Bank or its designated representatives to inspect the Borrower's premises during normal business hours and to examine and be advised as to such or other business records upon the same shall become due and payable: request of the Bank; (i) all tax liabilitiesmaintain its corporate existence, assessments business and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims whichkeep its business and assets adequately insured, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtednessmaintain its chief executive office in the United States, as and when due and payable(iv) continue to engage in the same lines of business, but subject to the terms of this Debenture; and (bv) timely file comply with all material tax returns required to be filed (subject to any valid extension)Requirements of Law, including ERISA and Environmental Laws; (ad) maintainnotify the Bank promptly in writing of (i) the occurrence of any Default or Event of Default, preserve (ii) any material noncompliance with ERISA or any Environmental Law or proceeding in respect thereof which could have a Materially Adverse Effect, (iii) any change of address, (iv) any threatened or pending litigation or similar proceeding affecting the Borrower or any Affiliate which could have a Materially Adverse Effect, or any material adverse change in any such litigation or proceeding previously reported, and protect all (v) material claims against any assets or properties of the Borrower or any of its material properties and equipment necessary Affiliates encumbered in favor of the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]Bank; and vii. maintain (ae) insurance cooperate with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintainedBank, take such action, execute such documents, and against provide such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business information as the Company Bank may from time to time reasonably request in order further to effect the transactions contemplated by and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws purposes of any state or jurisdiction in which it may be engaged in businessthe Loan Documents.

AFFIRMATIVE COVENANTS. As long as any portion With respect to the operations of this Debenture remains outstandingthe New Centers and Buyer Approved Collection Centers, the Company shall, Seller and shall cause each of its Subsidiaries toAffiliates will: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay At all times, operate the New Centers and Buyer Approved Collection Centers in a reasonable and prudent manner in compliance with all Applicable Laws, its FDA-approved and EU-approved Standard Operating Procedures and all other standards generally practiced in the industry, and shall also construct (with respect to the New Centers) and operate the New Centers and Buyer Approved Collection Centers in a manner that is compliant with all Regulatory Approvals, including Foreign Regulatory Approvals, and qualify for approval by the relevant regulatory authorities in the United States and the European Union. Consistent with the foregoing, the Seller shall use its reasonable efforts consistent with good business practice to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Seller. (b) Pay and discharge as the same shall become due and payable: (i) all tax liabilitieslawful taxes, assessments and governmental charges or levies imposed upon it it, upon its income and profits or upon any of its properties or assets, unless before the same are being contested shall become in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) default, as well as all lawful claims for labor, materials and supplies which, if unpaid, would by law might become a Lien lien or charge upon such properties or any part thereof. (c) Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and to comply in all respects with all laws, regulations and orders of each governmental authority having jurisdiction over, the New Centers or Buyer Approved Collection Centers. (d) Use commercially reasonable efforts to maintain management personnel with substantially the same qualifications and experience as the management personnel at its Existing Centers. (e) Use commercially reasonable efforts to maintain, preserve, protect and keep its property, unless including all New Center Assets (and the same are being contested assets of or related to the Buyer Approved Collection Centers), in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtednessrepair, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and conditioncondition and will, ordinary wear and tear excepted; and (b) from time to time, make all necessary repairs thereto and renewals reasonable repairs, renewals, replacements, betterments and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect;improvements thereto. v. comply in all material respects with the requirements of all applicable laws and all orders(f) Keep adequately insured, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with by financially sound and reputable insurance companies in at least the amounts insurers, all New Center Assets (and with only those deductiblesthe assets related to the Buyer Approved Collection Centers) customarily maintained, and against such risks as are typically other property of a character insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and Existing Centers. (bg) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under Be the laws sole owner of any state or jurisdiction in which it may be engaged in businessthe New Centers.

AFFIRMATIVE COVENANTS. As The Company covenants, for so long as this Agreement is in effect or any portion Obligations (other than contingent indemnification obligations for which no claim has been asserted) remain outstanding: (a) upon one business day’s prior notice (provided no notice is required if an Event of this Debenture remains outstandingDefault has occurred and is continuing), the Purchasers or their agents shall have the right to audit and copy the Company’s financial books and records during the Company’s regular business hours; (b) the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises, licenses and permits; (c) the Company will file, when due, all income and other material tax returns and reports required by applicable law, and will pay when due, all income and other material taxes, assessments, deposits and contributions now or in the future owed (except for taxes and assessments being contested in good faith with adequate reserves under GAAP); (d) the Company will comply, in all material respects, with all applicable laws, rules and regulations; (e) as soon as available, but not later than 210 days after the end of each fiscal year, the Company shallwill deliver annual audited (unless the Requisite Purchasers agree in their reasonable discretion that such financial statements may be unaudited) and certified consolidated balance sheets and related statements of income and stockholders’ equity, and shall cause each prepared in accordance with GAAP, together with a comparison in reasonable detail to the prior year’s audited financial statements; (f) promptly after the occurrence thereof, the Company will notify the Purchasers of its Subsidiaries to: i. preserve and maintain its legal existencethe occurrence of any Event of Default or any event which would, rights, franchises and privileges individually or in the jurisdiction of its organizationaggregate, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to material adverse effect on the Holderfinancial condition, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof)business, a notice of each Event of Default known to an executive officer or operations of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which ; and (g) the Company has taken and proposes to take with respect thereto; (a) pay and discharge as will promptly deliver such additional information regarding the same shall become due and payable: (i) all tax liabilitiesbusiness, assessments and governmental charges financial or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect corporate affairs of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims whichany Subsidiary thereof, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance compliance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required the Note Documents, as any Purchaser may from time to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not time reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessrequest.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstandingUnless the Company has received the prior written consent or waiver, the Company shall, and shall cause be subject to each of its Subsidiaries tothe following covenants: i. preserve (a) The Company shall at all times maintain (i) under the Laws of the state of Nevada its valid corporate existence and maintain good standing, (ii) its legal existence, rights, franchises due license and privileges in the jurisdiction of its organization, qualification to do business and qualify and remain qualified as a foreign business entity good standing in each jurisdiction and, following the date of this Agreement, each other jurisdiction in which qualification is necessary in view the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary and operations or (iii) all material Permits necessary to the ownership conduct of its businesses. (b) The Company shall comply with all Laws applicable to it or its business, properties and where failure maintain or qualify could assets, the violation of which would reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto;. (ac) pay The Company shall maintain and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of keep its material properties and equipment necessary in the operation of its business assets in good repair, working order and condition, ordinary wear and tear excepted; . (d) The Company shall keep adequate books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements, which books, accounts and records shall fairly present in all material respects the financial condition and results of operations of the Company. (e) The Company shall (i) own, exclusively or jointly with other Persons, all right, title and interest in and to, or have a valid license for, and shall maintain all material Intellectual Property necessary to the conduct of its business, free and clear of Encumbrances, (ii) enter into and maintain in full force and effect binding, written agreements with every current and former employee of the Company, and with every current and former independent contractor, whereby such employees and independent contractors (A) assign to the Company any ownership interest and right they may have in the Company Intellectual Property and (bB) make acknowledge the Company's exclusive ownership of all necessary repairs thereto Company Intellectual Property, and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply (iii) remain in full compliance in all material respects with the all legal requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company Intellectual Property and the Company's ownership and use thereof. (f) The Company shall perform and observe all of its Subsidiaries; obligations and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under covenants set forth in each of the laws of any state or jurisdiction in which it may be engaged in businessTransaction Documents.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company Borrower covenants with Lender that Borrower shall, and shall cause each of its Subsidiaries to: i. : (a) preserve and maintain keep in full force and effect its legal existenceexistence and all rights and franchises, rightslicenses and permits material to its business, franchises (b) pay all income and privileges in the jurisdiction of its organization, other taxes and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations assessments imposed upon it or the ownership any of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to or in respect of any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and conditionincome, ordinary wear and tear excepted; and businesses or franchises before any penalty or fine accrues thereon, (bc) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, (d) keep adequate books of record and account, in which complete entries shall be made of all financial transactions and the assets and of its business, (e) on or prior to June 30, 2007, deliver to Lender duly executed landlord or collateral access agreements, in form and substance reasonably satisfactory to Lender, for all premises (including offices and co-location facilities) at which any Collateral is located (other than Borrower’s offices in Sunrise, Florida for which a landlord agreement was delivered to Lender on or prior to the date hereof), (f) promptly take any and all necessary Cleanup action on, under or affecting any property owned, leased or operated by Borrower in accordance with all laws and the policies, orders and directives of all ordersfederal, writsstate and local governmental authorities, injunctions and decrees conduct and complete such Cleanup action in material compliance with all applicable Environmental Laws, (g) keep and/or maintain the Collateral and the books and records relating thereto at the addresses identified in writing to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in Lender, unless Borrower gives Lender written notice thereof at least thirty (30) days prior thereto and the amounts same is within the contiguous forty-eight (48) states of the United States of America; (h) deliver to Lender any and with only those deductiblesall evidence of ownership of, including without limitation, vendor invoices and proofs of payment thereof, certificates of title to and applications for title to, any Collateral promptly following any request by Lender, (i) customarily maintained, keep and against such risks as are typically insured against, by Persons maintain the Collateral in good operating condition and repair and make all necessary replacements thereof and renewals thereto so that the value and operating efficiency thereof shall at all times be maintained and preserved and (j) provide written notice to Lender of comparable size engaged any change in the same or similar addresses of Borrower’s chief executive office and principal place of business as the Company and its Subsidiaries; and at least thirty (b30) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessdays prior thereto.

AFFIRMATIVE COVENANTS. As long From the date hereof through the Closing Date, except as any portion of otherwise expressly contemplated or prohibited by this Debenture remains outstandingAgreement or as consented to by the Purchaser in writing, the Company and the Operating Partnership, as applicable, shall, and shall cause each of its Subsidiaries to: i. preserve (a) conduct its business in the ordinary course of business; (b) keep full, complete and accurate books and records in accordance with past practice; (c) maintain its legal existence, rights, franchises existence and privileges good standing in the its jurisdiction of its organization, organization and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view the ownership or leasing of its property or the conduct of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of requires such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect theretoqualification; (ad) duly and timely file or cause to be filed Tax Returns and all other material reports and returns required to be filed with any Governmental Entity and promptly pay or cause to be paid when due all Taxes and discharge as the same shall become due and payable: (i) all tax liabilities, other material assessments and governmental charges charges, including interest and penalties levied or levies upon it or its properties or assetsassessed, unless the same are being diligently contested in good faith by appropriate proceedings diligently conducted proceedings; (which proceedings have e) as soon as reasonably practicable following the effect of preventing the forfeiture or sale written request of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by Purchaser, the Company or will use its commercially reasonable efforts to file amended federal, state and local income tax returns for its taxable years ended December 31, 2009 through December 31, 2013 reporting that the Company was taxed as a C corporation for federal income tax purposes, unless the filing of such Subsidiary; amended federal, state and local income tax returns is prohibited under the Code and the rules and regulations thereunder; (f) take such commercially reasonable action as may be necessary to (i) preserve intact the current business organization of the Company, (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless preserve the same are being contested tangible and intangible assets of the Company in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) condition and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; repair, casualty and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary normal wear and tear excepted; , (iii) keep available the services of the current officers, employees and agents of the Company, (iv) maintain the relations and goodwill with suppliers, landlords, creditors, regulators, employees and agents of, and others having business relationships with the Company and (bv) make maintain all necessary repairs thereto and renewals and replacements thereof insurance policies in effect as of the Effective Date; (g) continue its cash management practices in the ordinary course of business; (h) comply in all material respects with all obligations under the Material Contracts, except where the failure for such failures to do so comply as could not reasonably be expected to have a Material Adverse Effectresult, individually or in the aggregate, in the incurrence by the Company of any Liability in an amount in excess of $100,000; v. (i) comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees Laws applicable to it or to the Company in the conduct of its business or propertybusiness; vi. [reserved](j) continue to timely file (i) all necessary filings under the Exchange Act (excluding periodic reports that cannot be filed until the reports referenced in clause (ii) are filed); and (ii) any necessary amendments to Company Exchange Act Reports relating to or arising out of the Company’s loss of its REIT status for the 2009 fiscal year or subsequent periods as determined after consultation with and as approved by the Purchaser, including to the extent required under any Listing Compliance Plan that has been accepted by the NYSE MKT Exchange as described in Section 4.8; (k) take no action that would cause it to be characterized as a “shell company” or a company that has ceased operations under applicable SEC or NYSE MKT rules; (l) take no action which materially adversely affects the ability of any party to (i) obtain the Requisite Company Vote and continued listing on the NYSE MKT, or (ii) perform its covenants and agreements under this Agreement; and vii. maintain (am) insurance with financially sound and reputable insurance companies in at least take no action which materially adversely affects the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws ability of any state or jurisdiction in which it may be engaged in businessparty to perform its covenants and agreements under this Agreement.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the The Company shall, and shall cause each Subsidiary to, unless it has received the prior written consent of its Subsidiaries tothe holders of a majority of the outstanding Underlying Common Stock: i. at all times cause to be done all things necessary to maintain, preserve and maintain renew its legal existencecorporate existence and all material licenses, rightsauthorizations and permits that the Company believes, franchises and privileges in its reasonable discretion, necessary to the jurisdiction conduct of its organizationbusinesses; ii. maintain and keep its properties in good repair, working order and condition, and qualify from time to time make all repairs, renewals and remain qualified as a foreign business entity replacements that the Company believes, in its reasonable discretion, to be necessary or desirable so that its businesses may be property and advantageously conducted at all times; iii. pay and discharge when due and payable all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each jurisdiction in case before the same becomes delinquent and before penalties accrue thereon) and all claims for labor, materials or supplies which qualification is necessary in view if unpaid would by law become a Lien upon any of its business property and operations or the ownership of its properties and where failure maintain or qualify could would reasonably be expected to have a Material Adverse Effect; ii. provide material adverse effect upon the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole, unless and to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by generally accepted accounting principles, consistently applied) have been established on its books with respect thereto; iv. comply in all material respects with all other obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such obligations become due to the extent to which the failure to so comply would reasonably be expected to have a material adverse effect upon the financial condition, operating results, assets, operations or business prospects of the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become and its Subsidiaries taken as a Lien upon its propertywhole, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained generally accepted accounting principles, consistently applied) have been established on its books with respect thereto or unless determined otherwise by vote of the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms Board of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse EffectDirectors; v. comply in all material respects with the requirements all applicable laws, rules and regulations of all applicable laws governmental authorities, the violation of which would reasonably be expected to have a material adverse effect upon the financial condition, operating results, assets, operations or business prospects of the Company and all orders, writs, injunctions and decrees applicable to it or to its business or propertySubsidiaries taken as a whole; vi. [reserved]; andapply for and continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are commercially reasonable for corporations of similar size engaged in similar lines of business as determined by the Board of Directors of the Company in its reasonable discretion; vii. maintain (a) the key-man life insurance with financially sound policies referred to in SECTION 2F hereof and reputable maintain officers and directors liability insurance companies in coverage of at least $2,000,000; viii. maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with generally accepted accounting principles, consistently applied; and ix. enter into and maintain nondisclosure, proprietary rights and noncompete agreements with its key employees in accordance with the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessCompany's past practices.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company shall, and shall cause each of its Subsidiaries to: i. a) preserve and maintain its legal existence, rights, franchises franchises, and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effectproperties; ii. b) provide to the Holder, promptly upon becoming aware thereof (and in any event within one three (13) day days after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (ac) pay and discharge as the same shall become due and payable: (ix) all tax liabilities, assessments assessments, and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary, as applicable; (iiy) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary, as applicable; and (iiiz) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b2) timely file all material tax returns required to be filed (subject to any valid extension); (a1) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b2) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effectthereof; v. e) take all action necessary or advisable to maintain all of the intellectual property rights of the Company and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect; f) comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved], in each case; and vii. g) maintain (a1) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b2) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.;

AFFIRMATIVE COVENANTS. As long (a) The Loan Parties shall and shall cause their Subsidiaries to (i) preserve and maintain in full force and effect its organizational existence and good standing under the Applicable Laws of its jurisdiction of incorporation, organization or formation, as applicable, and (ii) preserve and maintain all qualifications to do business in each other jurisdiction not covered by clause (i) above in which the failure to be so qualified would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (b) The Loan Parties shall, and shall cause their Subsidiaries to, (i) comply in all material respects with all Applicable Laws, except where the necessity of compliance therewith is contested in good faith by appropriate proceedings, and (ii) maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions. (c) The Loan Parties shall, and shall cause their Subsidiaries to, obtain, make and keep in full force and effect all licenses, certificates, approvals, registrations, clearances, Authorizations and permits required to conduct their businesses, except where the failure to make and keep such licenses, certificates, approvals, registrations, clearances, authorizations and permits in full force and effect could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (d) Each Loan Party shall, except as otherwise permitted by this Agreement, maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its assets and property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (e) The Loan Parties shall, and shall cause each of their Subsidiaries to, maintain with financially sound and reputable insurance companies insurance with respect to their assets, properties and business, against such hazards and liabilities, of such types and in such amounts, as is customarily maintained by companies in the same or similar businesses similarly situated. Each such policy of insurance shall (i) in the case of each liability policy, name Agent (on behalf, and for the benefit, of the Secured Parties) as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy contain a lender’s loss payable clause or endorsement that names Agent, (on behalf, and for the benefit, of the Secured Parties), as the lender’s loss payee thereunder and, to the extent available, provide for at least thirty (30) days’ prior written notice to Agent of any portion modification or cancellation of this Debenture remains outstandingsuch policy (or ten (10) days’ prior written notice in the case of the failure to pay any premiums thereunder). A true and complete listing of such insurance, including issuers, coverages and deductibles, shall be provided to Agent and the Company Lender promptly following Agent’s or any Lender’s request. (f) Each Loan Party shall, and shall cause each of its Subsidiaries to: i. preserve , pay, discharge and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge perform as the same shall become due and payable: (i) payable or required to be performed all tax Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (prosecuted which proceedings have stay the effect enforcement of preventing the forfeiture or sale of the property or assets subject to any such Lien) Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person. (g) Subject to Section 5.1(r), the Company or such Subsidiary; Loan Parties shall promptly (and, in any event, within (y) with respect to clause (A) below, two (2) Business Days and (iiiz) all Indebtednesswith respect to clause (B) below, ten (10) days) notify each Secured Party of the occurrence of (A) any Default or Event of Default and (B) any claims arising after the Agreement Date (or before the Agreement Date to the extent any action related thereto arises after the Agreement Date) (other than in connection with the denial of plan claims in the ordinary course of business), litigation, arbitration, mediation or administrative or regulatory proceedings that are instituted or threatened against any Loan Party requesting injunctive relief or damages in excess of $500,000. (h) If the Borrower is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, the Loan Parties will provide to Agent and each Lender quarterly financial statements for the Borrower and its Subsidiaries within 45 days after the end of each fiscal quarter of the Borrower, and an audited annual financial statements within 120 days after the end of each fiscal year of the Borrower prepared in accordance with GAAP with a report thereon by the Borrower’s independent certified public accountants, which accountants shall be reasonably acceptable to Agent and the Required Lenders. Any such report and any report of the Borrower’s independent certified public accountants on any consolidated financial statements included in any SEC Document filed during the Reporting Period (as and when due and payable, but defined below) shall (i) contain an unqualified opinion (subject to the terms exception set forth below in clause (ii) of this Debenturesentence), stating that such consolidated financial statements present fairly in all material respects the financial position and condition and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods and have been prepared in conformity with GAAP applied on a basis consistent with prior years, and (ii) not include any explanatory paragraph expressing substantial doubt as to going concern status (other than any such paragraph (x) included in the Borrower’s annual report on Form 10-K for the year ended December 31, 2017 or (y) arising from the impending maturity of the Loans or the Revolving Credit Facility, in each case of this clause (y), solely in the case of the audit delivered with respect to the fiscal year immediately prior to the fiscal year during which the applicable maturity is scheduled). From the Agreement Date until the later of (i) the first date on which no Warrants remain outstanding, and (ii) the first date on which none of the Secured Parties owns any Securities (the period ending on such latest date, the “Reporting Period”), the Borrower and its Subsidiaries shall timely (without giving effect to any extensions pursuant to Rule 12b-25 of the Exchange Act) file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Borrower and its Subsidiaries shall not terminate the registration of the Common Stock under the Exchange Act or otherwise terminate its status as an issuer required to file reports under the Exchange Act, even if the securities laws would otherwise permit any such termination. The Borrower hereby agrees that, during the Reporting Period, the Borrower shall send to each Secured Party copies of (i) any notices and other information made available or given to the holders of the Stock of the Borrower generally, contemporaneously with the Borrower’s making available or giving such notices and other information to such holders of Stock and (ii) all other documents, reports, financial data and other information not available on ▇▇▇▇▇ that does not contain any material non-public information of the Borrower that any Secured Party may reasonably request. Subject to Section 5.1(r), at the same time as (A) to the extent the Borrower is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, the quarterly and annual financial statements are delivered or otherwise provided to Agent and each Lender pursuant to the first sentence of this Section 5.1(h) or (B) to the extent the Borrower is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, any Form 10-Q or Form 10- K is filed with the SEC pursuant to the Exchange Act, in each case, a Compliance Certificate shall be delivered by the Borrower to Agent (and Agent shall promptly (but, in any event, within two (2) Business Days after (i) receipt thereof by (A) Agent’s main operations contact or (B) any other Person designated by Agent to receive notices for (or on behalf of) Agent pursuant to the notices provisions of the Loan Documents (including Section 6.1 of this Agreement) or (ii) knowledge of receipt of an item from the Borrower by Agent’s main operations contact or such other Person designated by Agent to receive notices for (or on behalf of) Agent pursuant to the notices provisions of the Loan Documents (including Section 6.1 of this Agreement)) deliver to each Lender); provided that, with respect to clause (B) only, solely to the extent any earnings report for the same period is publicly reported or is filed with the SEC prior to the time when any Form 10-Q or Form 10-K containing the applicable quarterly or annual financial statements is filed with the SEC and to the extent the earnings set forth in any such earnings report would result in a financial covenant default under Section 5.1(v), the Compliance Certificate shall instead be delivered by the Borrower to Agent (and Agent shall promptly (but, in any event, within two (2) Business Days after (i) receipt thereof by (A) Agent’s main operations contact or (B) any other Person designated by Agent to receive notices for (or on behalf of) Agent pursuant to the notices provisions of the Loan Documents (including Section 6.1 of this Agreement) or (ii) knowledge of receipt of an item from the Borrower by Agent’s main operations contact or such other Person designated by Agent to receive notices for (or on behalf of) Agent pursuant to the notices provisions of the Loan Documents (including Section 6.1 of this Agreement)) on the same day as such earnings report is publicly reported or is filed with the SEC. Within 45 days after the end of each fiscal quarter of the Borrower, the Loan Parties and their Subsidiaries shall deliver to Agent and the Lenders an updated Perfection Certificate. Upon the reasonable request of any Secured Party, the Loan Parties and their Subsidiaries shall promptly deliver to such Secured Party such additional business, financial, corporate affairs, perfection certificates, items or documents related to creation, perfection or priority of Agent’s Liens in the Collateral and other information as any Secured Party may from time to time reasonably request. On the same day that the same are sent, the Loan Parties and their Subsidiaries shall deliver to Agent and the Lenders copies of all financial statements, reports, documents and other information which any Loan Party or any of its Subsidiaries sends to its holders of Stock. (i) Each Loan Party shall, and shall cause each of its Subsidiaries to, with respect to each owned, leased or controlled property, during normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Secured Parties and their representatives shall have access at any and all times during the continuance thereof): (a) provide access to such property to the Secured Parties and their representatives, as frequently as any Secured Party determines to be appropriate; and (b) timely file permit the Secured Parties to conduct field examinations, appraise, inspect, and make extracts and copies (or take originals if reasonably necessary) from all material tax returns required of such Loan Party’s and its Subsidiaries’ books and records, and evaluate and conduct appraisals and evaluations in any manner and through any medium that Agent considers advisable, in each instance, at the Loan Parties’ sole expense; provided the Loan Parties shall only be obligated to be filed reimburse each Secured Party for the expenses of one such appraisal, evaluation and inspection of such Secured Party per calendar year unless an Event of Default has occurred and is continuing, in which case, the Loan Parties shall reimburse the Secured Parties for the expenses of all such appraisals, evaluations and inspections conducted by the Secured Parties and their representatives. (subject j) Each Loan Party shall ensure that all written information, exhibits and reports furnished to any valid extension);Secured Party, when taken as a whole, do not and will not, and that each SEC Document filed during the Reporting Period does not, contain any untrue statement of a material fact and do not and will not (or does not, as applicable) omit to state any material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which made, and will promptly disclose to Agent and the Lenders and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgement or recordation thereof. (k) Each Loan Party shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account maintained by such Person (other than (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; any payroll account so long as such payroll account is a zero balance account and (b) make all necessary repairs thereto withholding tax and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply fiduciary accounts (such accounts in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain clauses (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b), the “Excluded Accounts”)) all worker’s compensationas of and after the Agreement Date; provided, employer’s liability insurance it is agreed and understood that the Loan Parties shall have until the date that is sixty (60) days following the Agreement Date (or similar insurance such later date as may be required agreed to by the Required Lenders in their sole discretion) (such period, the “Post-Closing Control Agreement Period”) to comply with the provisions of this Section 5.1(k) with regard to such accounts (other than Excluded Accounts) of the Loan Parties existing on the Agreement Date. (l) Promptly (but in any event within ten (10) days of such request) upon request by Agent or the Required Lenders, the Loan Parties shall (and, subject to the limitations set forth herein and in the other Loan Documents, shall cause each of their Subsidiaries to) take such additional actions and execute such documents as Agent or the Required Lenders may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Loan Document, (ii) to subject to the Liens created by any of the Loan Documents any of the assets or properties, rights or interests covered by any of the Loan Documents, (iii) to perfect and maintain the validity, effectiveness and priority of any of the Loan Documents and the Liens intended to be created thereby, and (iv) to better assure, grant, preserve, protect and confirm to the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document. Without limiting the generality of the foregoing, the Loan Parties shall cause each of their Subsidiaries (other than Excluded Foreign Subsidiaries) promptly after (and in any event within ten (10) days of) the formation or acquisition thereof, to guaranty the Obligations and to cause each such Subsidiary to grant to Agent, for the benefit of the Secured Parties, a security interest in, subject to the limitations set forth herein and in the Loan Documents, all of such Subsidiary’s assets and property to secure such guaranty and to take such other actions reasonably requested by Agent or the Required Lenders with respect to making any such Subsidiary a Loan Party under the laws Loan Documents. Furthermore, the Borrower shall notify Agent (and Agent shall promptly (but, in any event, within two (2) Business Days after (i) receipt thereof by (A) Agent’s main operations contact or (B) any other Person designated by Agent to receive notices for (or on behalf of) Agent pursuant to the notices provisions of any state the Loan Documents (including Section 6.1 of this Agreement) or jurisdiction in which it may be engaged in business.(ii) knowledge of receipt of an item from the Borrower by Agent’s main operations contact or such other Person designated by Agent to receive notices for (or on behalf of) Agent pursuant to the notices provisions of the Loan Documents (including Section 6.1 of this Agreement)) notify the Lender

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the The Company shallwill, and shall will cause each of its Subsidiaries Subsidiary to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) at all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required times cause to be filed (subject done all things reasonably necessary to any valid extension); (a) maintain, preserve and protect renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its material businesses; (ii) maintain and keep its properties and equipment necessary in the operation of its business in good repair, working order and condition, ordinary wear and tear excepted; , and (b) from time to time make all necessary repairs thereto and or desirable repairs, renewals and replacements thereof replacements, so that its businesses may be properly and advantageously conducted at all times, except where the failure to do so could comply would not have a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Company and its Subsidiaries taken as a whole; (iii) pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case before the same become delinquent and before penalties accrue thereon) and all claims for labor, materials or supplies which if unpaid might by law become a lien upon any of its property, to the extent to which the failure to so pay or discharge might reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with adverse effect upon the requirements business, assets, financial condition, results of all applicable laws and all orders, writs, injunctions and decrees applicable to it operations or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons prospects of comparable size engaged in the same or similar business as the Company and its Subsidiaries; Subsidiaries taken as a whole, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (bas determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books with respect thereto; (iv) comply with all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in other obligations which it may incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such obligations become due to the extent to which the failure to so comply might reasonably be expected to have a material adverse effect upon the business, assets, financial condition, results of operations or prospects of the Company and its Subsidiaries taken as a whole, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with generally accepted accounting principles, consistently applied) have been established on its books with respect thereto; (v) comply with all applicable laws, rules, regulations and orders of all domestic and foreign governmental authorities, including, without limitation, the Foreign Corrupt Practices Act, the violation of which might reasonably be expected to have a material adverse effect upon the business, assets, financial condition, results of operations or prospects of the Company and its Subsidiaries taken as a whole; (vi) apply for and use its best efforts to continue in force with responsible insurance companies adequate insurance covering risks of such types and in such amounts as are customary for corporations of similar size engaged in businesssimilar lines of business and, without limiting the foregoing, maintain "key man" life insurance covering ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (so long as such individual is an employee of the Company) and naming the Company as beneficiary in the amount of $1,000,000 for each such policy, the proceeds of which will be available for general corporate purposes of the Company; and (vii) maintain proper books of record and account which fairly present its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with generally accepted accounting principles, consistently applied.

AFFIRMATIVE COVENANTS. As The Company covenants that, so long as Cartesian together with its Affiliates (including any portion of this Debenture remains outstandingapplicable Purchaser(s)) continues to hold the Minimum Threshold or the Contingent Payment Right shall remain in effect, the Company shall, and shall cause each of its Subsidiaries to: i. (i) carry on and conduct its activities in a proper, efficient and business-like manner and in accordance with good business practices, and do or cause to be done all things necessary to preserve and maintain keep in full force and effect its legal existence, existence and rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (aii) pay and discharge as the same shall become due and payable: (i) comply with all tax liabilitiesapplicable laws of any Governmental Entity, assessments and governmental charges non-compliance with which could materially adversely affect its business or levies upon it condition, financial or its properties or assetsotherwise, unless the same are on a consolidated basis, except non-compliance being contested in good faith by through appropriate proceedings diligently conducted so long as the Company shall have set up and funded sufficient reserves, if any, required under GAAP with respect to such items; (which proceedings have iii) pay, observe or perform any other covenant, obligation, condition or agreement contained in the effect Transaction Document and all other agreements with Cartesian or any of preventing its Affiliates; and (iv) deliver, or otherwise make available via SEDAR or ▇▇▇▇▇, all information (including, without restriction, quarterly unaudited and annual audited financial statements and related management’s discussion and analysis) required to be delivered by it to its shareholders pursuant to applicable securities Laws, within the forfeiture time periods required thereby. In addition and without limiting the foregoing in any way, the Company covenants that, so long as a Cartesian Designee shall remain on the Board, the Company shall, and shall cause its Subsidiaries to maintain a directors and officers insurance policy that shall (1) be reasonably acceptable to Cartesian and (2) provide coverage to the Cartesian Designee or sale any other officer or directors affiliated with Cartesian or any of the property or assets subject to its Affiliates so long as any such Lienindividual is employed, engaged or otherwise providing any service to (including serving as a Director of) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessSubsidiary thereof.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company (a) The Obligor shall, as soon as available, but in any event within 90 days after the end of each fiscal year of the Obligor, provide to the Holders, a copy of the balance sheet of Obligor as at the end of such year and shall cause the related statements of income. (b) The Obligor shall, as soon as available, but in any event within 60 days after the end of each fiscal quarter of its Subsidiaries to: i. preserve and maintain its legal existencethe Obligor, rights, franchises and privileges in provide to the jurisdiction of its organizationHolders (i) a reasonably detailed report showing all revenues received by Obligor from GECM pursuant to the Profit Agreement, and qualify and remain qualified as a foreign business entity (ii) all expenses of Obligor, in each jurisdiction case, in which qualification is necessary respect of such calendar quarter. (c) The Obligor shall promptly deliver to the Holder, in view form and substance satisfactory to the Holders, copies of its business (i) any audit reports, management letters or recommendations submitted to Obligor by accountants in connection with the accounts or books of the Obligor, (ii) each annual report, financial statement, report or communication sent to any member or manager of the Annex 1-5 Obligor, and operations (iii) such additional information regarding the business, financial legal or corporate affairs of the ownership Obligor that the Holder may request. (d) The Obligor shall promptly notify the Holder of its properties and where failure maintain or qualify (i) the occurrence of any Event of Default, (ii) of any matter that could reasonably be expected to have a Material Adverse Effect; ii, or (iii) the commencement of any actions, suits, proceedings, claims or disputes affecting the Obligor that could reasonably be expected to have a Material Adverse Effect. provide Each notice pursuant to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer this Section shall be made setting forth all reasonably requested detail requested by the details of such Event of Default and Holder but the actions which the Company has taken and proposes Obligor shall not be required to take with respect thereto;waive attorney client privilege or other evidentiary privilege in connection therewith. (ae) The Obligor shall promptly pay and discharge as the same shall become due and payable: , all its obligations and liabilities, including (ia) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such SubsidiaryObligor; (iib) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iiic) all Indebtednessindebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness. (f) The Obligor shall preserve, renew and maintain in full force and effect its legal existence and good standing under the terms laws of this Debenturethe State of Delaware; and (b) timely file take all material tax returns required action to be filed (subject to any valid extension); (a) maintainmaintain all rights, preserve privileges, permits and protect all of its material properties and equipment licenses necessary or desirable in the operation normal conduct of its business in good working order and condition, ordinary wear and tear excepted; and (bc) make all necessary repairs thereto preserve or renew any of Obligors registered patents, trademarks, trade names and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect;service marks. v. (g) The Obligor shall comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property;, except in such instances in which such requirement of law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted. vi. [reserved]; and(h) The Obligor shall maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Obligor. vii. maintain (ai) insurance with financially sound The Obligor shall permit representatives of the Holders to examine its corporate, financial and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintainedoperating records, and against make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and accountants, all at the expense of the Obligor and at such risks reasonable times during normal business hours and as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance often as may be reasonably desired. The Obligor shall not be required under to waive attorney client privilege or other evidentiary privilege in connection therewith. (j) This Note has been extended by the laws Holders solely in connection with the transactions contemplated by the Separation Agreement and not in contravention of any state or jurisdiction in which it may be engaged in businessapplicable law.

AFFIRMATIVE COVENANTS. As So long as any portion of this Debenture remains the Notes, Put Notes, Warrants or Underlying Common Stock remain outstanding, the Company each Security Party shall, and shall cause each of its Subsidiaries to: i. (i) Cause to be done all things necessary to maintain, preserve and maintain renew its legal corporate existence, rights, franchises franchises, privileges and privileges qualifications (except in those instances in which the failure to be qualified to do business or in good standing in a jurisdiction does not have a Material Adverse Effect) and all material licenses, authorizations and permits necessary to the conduct of its organizationbusinesses; (ii) Maintain and keep its material properties in good repair, working order and condition (ordinary wear and tear excepted), and qualify from time to time make all necessary or desirable repairs, renewals and remain qualified as a foreign business entity replacements, so that its businesses may be properly and advantageously conducted in all material respects at all times; (iii) Pay and discharge when payable all Taxes, assessments and governmental charges imposed upon its properties or upon it or its income or profits (in each jurisdiction in case before the same becomes delinquent and before penalties accrue thereon) and all claims for labor, materials or supplies which qualification is necessary in view if unpaid would by law become a Lien upon any of its business property, unless and operations to the extent that the same are being contested in good faith, diligently and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP consistently applied) have been established on its books with respect thereto and such contest operates to suspend collections of the same; (iv) Comply with all other material obligations which it incurs pursuant to any contract or agreement (other than the ownership Senior Loan Agreement), whether oral or written, express or implied, as such obligations become due, unless and to the extent that the same are being contested in good faith, diligently and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP consistently applied) have been established on its books with respect thereto; (v) Comply with all applicable laws, rules and regulations of its properties all governmental authorities (including Environmental and where failure maintain or qualify could Safety Requirements), the violation of which would reasonably be expected to have a Material Adverse Effect; ii. (vi) Comply with all material Environmental and Safety Requirements and all material permits, licenses or other authorizations issued thereunder; respond immediately to any Release or threatened Release of any hazardous material, substance or waste in a manner which complies with all Environmental and Safety Requirements and reasonably mitigates any risk to human health or the environment; and provide such documents or information, or conduct at its own cost such studies or assessments, relating to matters arising under the Holder, promptly upon becoming aware thereof (Environmental and in Safety Requirements as any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect theretoPurchaser may reasonably request; (avii) pay Apply for and discharge continue in force with good and responsible insurance companies adequate insurance covering risks of such types and covering casualties, risks and contingencies of such types and in such amounts as the same shall become due and payable: are customary for prudent companies of similar size engaged in similar lines of business (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested but in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale no event less than such amounts that were maintained as of the property or assets subject to any Closing); and (viii) Maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such Lien) and adequate proper reserves as in each case are required in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessconsistently applied.

AFFIRMATIVE COVENANTS. As long as From and after the Signing Date until the Escrow Termination Date (after taking into account any portion extensions of this Debenture remains outstandingthe Escrow Termination Date)(the “Covenant Expiration Event”), the Company shall, shall (and shall cause each of its Subsidiaries to:): i. preserve (a) use its best efforts to consummate the Closing on or before the Escrow Termination Date; (b) use its best efforts to keep in full force and effect its corporate existence and all material rights, franchises, intellectual property rights and goodwill relating or pertaining to its businesses; (c) conduct its operations only in the ordinary course of business consistent with past practice; (d) maintain its legal existencebooks, rightsaccounts and records in accordance with past practice or as required by generally accepted accounting principles; (e) duly pay and discharge, franchises or cause to be paid and privileges in discharged, before the jurisdiction of its organizationsame shall become overdue, all taxes, assessments and qualify other governmental charges imposed upon it and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties (real and where failure maintain personal), sales and activities, or qualify any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid could reasonably be expected to have by law become a Material Adverse Effect; ii. provide to lien on any of its property; provided that any such tax, assessment, charge, levy or claim need not be paid if the Holder, promptly upon becoming aware validity or amount thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being currently be contested in good faith by appropriate proceedings diligently conducted (which proceedings and if the Company or any Subsidiary shall have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and set aside on its books adequate reserves with respect thereto in accordance with GAAP are being maintained generally accepted accounting principals, consistently applied; and provided, further that it pay all such taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to foreclose any lien or other encumbrance that may have attached as security therefore; (f) use its best efforts to obtain all authorizations, consents, waivers, approvals or other actions and to make all filings and applications necessary or desirable to consummate the transactions contemplated hereby and to cause the conditions to the obligation to close to be satisfied; (g) promptly notify the Investors in writing if, to the Company’s Knowledge, (i) any of the representations and warranties (together with the Disclosure Schedules) made by it herein or in any of the other Transaction Document cease to be accurate and complete in all material respects, or (ii) it fails to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder or under any other Transaction Document; (h) give notice to the Investors in writing within three (3) days of becoming aware of any litigation or proceedings threatened in writing against the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon any of its property, unless the same are being contested in good faith by appropriate Subsidiaries or any of its directors or officers or any pending litigation and proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by affecting the Company or any of its Subsidiaries or any of its directors or officers or to which any of them is or becomes a party involving a claim against any of them, stating the nature and status of such Subsidiary; and (iii) all Indebtednesslitigation or proceedings, as and when due and payableprovided, but subject to however, that the terms of this Debenture; and (b) timely file all Investors shall not be provided with material tax returns required to be filed (subject to any valid extension)non-public information without their express prior written consent; (ai) maintain, preserve and protect all promptly notify the Investors in writing of its material properties and equipment necessary in the operation occurrence of its business in good working order and condition, ordinary wear and tear exceptedany breach of any term of this Agreement; and and (bj) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with (i) the requirements of all applicable laws and regulations wherever its business is conducted, (ii) the provisions of its Certificate of Incorporation and Bylaws, (iii) all material agreements by which the Company, its Subsidiaries or any of their respective properties may be bound, and (iv) all applicable decrees, orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessjudgments.

AFFIRMATIVE COVENANTS. As long as any portion Each of this Debenture remains outstanding, the Company and the Operating Partnership shall, and shall cause each of its Subsidiaries Subsidiary to: i. (i) at all times cause to be done all things necessary to maintain, preserve and maintain renew its legal existenceexistence and all material licenses, rights, franchises authorizations and privileges in permits necessary to the jurisdiction conduct of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect theretobusinesses; (aii) maintain and keep its properties in good repair, working order and condition, and from time to time make all necessary or desirable repairs, renewals and replacements, so that its businesses may be properly and advantageously conducted in all material respects at all times; (iii) pay and discharge as the same shall become due and payable: (i) when payable all tax liabilitiesmaterial taxes, assessments and governmental charges or levies imposed upon it or its properties or assetsupon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies which if unpaid would by law become a material Lien upon any of its property, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company GAAP) have been established on its books with respect thereto; (iv) comply with all other material obligations which it incurs pursuant to any material contract or material agreement, whether oral or written, express or implied, as such Subsidiary; (ii) all lawful claims which, if unpaid, would by law obligations become a Lien upon its propertydue, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company or GAAP) have been established on its books with respect thereto except for such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where obligations for which the failure to do so could comply with would not reasonably be expected to have a Material Adverse Effect; v. (v) comply with all applicable laws, rules and regulations of all governmental authorities, the violation of which would reasonably be expected to have a Material Adverse Effect; (vi) apply for and continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are customary for companies of similar size engaged in similar lines of business; (vii) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with GAAP; (viii) obtain and deliver to Lender no later than thirty (30) days after the Closing, a title policy in the most recent form of American Land Title Association Lender's Title Insurance Policy available (or other form of policy acceptable to Lender) for each parcel of the Mortgaged Property (the "Title Policies"), issued by a title insurance company satisfactory to Lender, together with a copy of all documents referenced in the Title Policies, insuring Lender's mortgage interest in each Mortgaged Property as of the Closing with gap coverage through the date of recording, subject only to the Permitted Encumbrances, in such amount as set forth on the attached Mortgaged Properties Fair Market Value Schedule. Each of the Title Policies shall have the creditor's rights exception deleted, and shall include such endorsements as reasonably requested by Lender (to the extent available, but regardless of whether any additional fee is charged for such endorsements). The Company shall pay all costs and expenses with respect to the Title Policies; (a) comply in all material respects with all Environmental and Safety Requirements (b) maintain its properties and conduct its operations in a manner that will not give rise to material liabilities under Environmental and Safety Requirements, (c) promptly give notice to the requirements Lender in writing of (I) any matter arising under Environmental and Safety Requirements relating to the Company or any of the current or former Company Properties, including any actual or alleged violation of any applicable Environmental and Safety Requirements or any actual or potential obligation or liability arising under Environmental and Safety Requirements, except for any such matter that could not reasonably be expected to have a Material Adverse Effect or (II) any release of Hazardous Materials at or from any of the Company Properties or by the Company that is required to be reported to a governmental authority under any Environmental and Safety Requirements and (d) promptly comply with all applicable laws governmental orders and comply in all ordersmaterial respects with all Environmental and Safety Requirements requiring the Company to remove, writsclean up, injunctions remediate, or dispose of any Hazardous Material or any environmental contamination and decrees applicable as reasonably requested by Lender provide evidence satisfactory to it or to its business or property; vi. [reserved]the Lender of such compliance; and vii. maintain (ax) insurance with financially sound and reputable insurance companies use an independent accounting firm of recognized national standing (i.e., a "big five" accounting firm) or other accounting firm approved in at least writing by the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business Lender as the Company public accountants and its public auditors of the Company, the Operating Partnership and the Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.

AFFIRMATIVE COVENANTS. As long as any portion Unless and until all of this Debenture remains outstandingthe Obligations of the Grantor have been paid in full, the Company shallGrantor shall do all that is necessary to protect the Secured Party’s Security Interest in the Collateral, and shall cause each of its Subsidiaries toincluding but not limited to the following: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) A. Promptly pay and discharge as the same shall become due and payable: (i) all tax liabilitieslawful taxes, assessments assets and governmental charges or levies imposed upon it the Grantor or upon its income and profits; or upon any of its property, before the same shall become in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or assetsany part thereof;provided however, unless that the same are being Grantor shall not be required to pay and discharge any such tax, assessment, charge, levy or claim as long as the validity thereof shall be contested in good faith by appropriate proceedings diligently conducted (which proceedings the Grantor, or where the failure to so pay would not have a material adverse effect on the effect of preventing Grantor; B. Promptly notify the forfeiture or sale Secured Party of the property commencement of all proceedings and investigations by or before and/or the receipt of any notices from, any governmental or non-governmental body including, but not limited to, any court or arbitrator, against or in any way materially affecting any of the Grantor’s properties, assets subject to or business; C. Promptly notify the Secured Party of any such Lien) and adequate reserves material change in accordance with GAAP are being maintained by the Company Grantor’s business, assets, liabilities, condition (financial or such Subsidiary; (ii) all lawful claims otherwise), results of operations or business prospects; D. Promptly notify the Grantor of any default or any event which, if unpaidwith the passage of time or giving of notice or both, would constitute a default under any agreement to which the Grantor is a party or by law become a Lien upon its property, unless which the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture Grantor or sale any of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to Grantor’s properties may be filed (subject to any valid extension)bound; (a) E. At all times reasonably maintain, preserve preserve, protect and protect all of keep its material properties and equipment necessary property used in the operation conduct of its business in good repair, working order and condition, ordinary normal wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof , except where the failure to do so could comply would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Grantor; v. comply in F. To the extent necessary for the operation of its business, keep adequately insured by reputable insurers, all property of a character usually insured by similar corporations and carry such other insurance as is usually carried by similar corporations, except where the failure to obtain insurance would not have a material respects with adverse effect on the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or propertyGrantor; vi. [reserved]G. Promptly notify the Secured Party of any delay in the Grantor’s performance of any of its obligations to any secured lender and of any assertion of any claims by any secured lender of the Grantor; H. Promptly notify the Secured Party of the occurrence of any Event of Default (as defined in Article “7” of this Security Agreement); I. Continue to be qualified to do business in any jurisdiction where such qualification is required; and vii. maintain (a) insurance with financially sound J. At all times keep true and reputable insurance companies in at least the amounts (correct books, records and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessaccounts.

AFFIRMATIVE COVENANTS. As long as any portion During the term of this Debenture remains outstandingAgreement, the Company shall: (i) at all times cause to be done all things necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its businesses; (ii) keep, and shall cause each Subsidiary, if any, to keep, adequate records and books of its Subsidiaries to: i. preserve account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organizationsuch Subsidiary, and qualify in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and remain qualified as a foreign other purposes in connection with its business entity shall be made; (iii) pay and discharge when payable all taxes, assessments and governmental charges imposed upon its properties or upon its income or profits (in each jurisdiction case before delinquency and before penalties accrue) and all claims for labor, materials or supplies to the extent to which the failure to pay or discharge such obligations is reasonably likely to have a Material Adverse Effect, unless and to the extent that such obligations are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP) have been established on its books; (iv) comply, and cause each Subsidiary to comply, with all applicable laws, rules, regulations and orders, noncompliance with which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (v) apply for and continue in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance force with financially sound and reputable insurance companies companies: (i) adequate insurance covering casualties, risks and contingencies of such types and in at least the such amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under by law or that in the laws best business judgment of any state or jurisdiction in which it may be the management of the Company are customary for prudent corporations of similar size engaged in businesssimilar lines of business and (ii) director and officer insurance in the amount of $10 million per director; and (vi) perform and observe (i) all of its obligations to each holder of the Common Stock set forth in the Certificate of Incorporation and the By-laws, and (ii) all of its obligations to each holder of Registrable Securities (as defined in the Registration Rights Agreement) set forth in the Registration Rights Agreement.

AFFIRMATIVE COVENANTS. As So long as any portion of this Debenture remains outstandingLiabilities remain outstanding and unpaid or any other amount is owing to the Lender hereunder or the Lender has any obligation to make any Loan hereunder, the Company each Borrower shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilitiesPreserve, assessments renew and governmental charges or levies upon it or keep in full force and effect its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) organizational existence and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) take all lawful claims whichreasonable action to maintain all rights, if unpaid, would by law become a Lien upon privileges and franchises necessary or desirable in the normal conduct of its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension);business. (aii) maintain, preserve Keep all property useful and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, and maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business. (iii) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities and, as reasonably requested by the Lender, permit representatives of the Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and condition of the Borrowers with its officers and employees and with its accountants. (iv) Promptly give notice to the Lender, after becoming aware of: (A) the occurrence of any Default or Event of Default; (B) any litigation or proceeding affecting the Borrowers (i) in which the amount involved is $100,000 or more and not covered by insurance, (ii) in which injunctive or similar relief is sought or (iii) which relates to this Agreement, the other Postpetition Loan Documents, either of the DIP Orders or any of the transactions contemplated hereby or thereby; and and (bC) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so any development or event that has had or could not reasonably be expected to have a Material Adverse Effect;. Each notice pursuant to this paragraph (a)(iv) shall be accompanied by a statement of a corporate officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers propose to take with respect thereto. v. comply (v) The Borrowers will defend any Lien granted to the Lender in all material respects with the requirements Collateral against claims and demands of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businesswhomsoever.

AFFIRMATIVE COVENANTS. As Corporation covenants and agrees that so long as any portion of this the principal of the Debenture remains outstanding, the Company shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer outstanding it will do all of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto;following: (a) promptly pay and discharge as the same shall become due and payable: (i) all tax liabilitieslawful taxes, assessments assessments, and governmental charges or levies imposed upon it Corporation or upon its income and profits, or upon any of its property (including the Collateral), before the same shall become in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or assetsany part thereof; provided, unless however, that Corporation shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as (a) the same are being validity thereof shall be contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject and Corporation shall set aside on its books adequate reserves with respect to any such Lien) tax, assessment, charge, levy or claim so contested, and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so pay could not reasonably be expected to have a Material Adverse Effect; v. (b) do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and comply with all laws applicable to Corporation as its counsel may advise except to the extent that the failure to keep any of such franchises in full force and effect or to comply with such laws could not reasonably be expected to have a Material Adverse Effect. (c) at all times maintain, preserve, protect and keep its property used or useful in the conduct of its business in good repair, working order and condition, subject to ordinary wear and tear, and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; (d) at all times keep true and correct books, records and accounts; (e) maintain its corporate existence, rights and other franchises in full force and effect; provided that Corporation may permit the termination or abandonment of rights or other franchises if, in the reasonable opinion of Corporation it is no longer in Corporation's best interests to maintain such existence, rights or other franchises and such termination or abandonment will not be prejudicial in any material respect to Agent; (f) comply in all material respects with the requirements of all applicable laws and all laws, orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees applicable decrees; provided that such compliance shall not be necessary so long as the failure to it so comply could not reasonably be expected to have a Material Adverse Effect; (g) defend the Collateral against the claims and demands of all other persons and keep the Collateral free and clear from all security interests, liens and other encumbrances and claims of any kind or nature in favor of any third persons except for those listed on Schedule 8(g) attached hereto and except for the Security Interest; (h) keep in accordance with generally accepted accounting principles, consistently applied, accurate and complete records concerning the Collateral; mark such records and, upon ▇▇asonable prior written request of Agent made from time to time, permit Agent or its agents to inspect the Collateral and Corporation's records concerning the Collateral and to audit and make abstracts of such records or any of Corporation's books, ledgers, reports, correspondence and other records during normal business hours; (i) notify Agent in writing at least thirty (30) days in advance of any of the following: any change in Corporation's name; any change in Corporation's address set forth on the first page hereof; any change in the location, or of any additional locations, at which the Collateral is kept; any change in the address at which records concerning the Collateral are kept; and any change in the location of Corporation's chief executive office or principal place of business; (j) execute and deliver to Agent such financing statements and other documents reasonably requested by Agent and take such other action as Agent may reasonably deem advisable (i) to perfect, protect or continue the perfection of the Security Interest including, without limitation, obtaining appropriate landlord's and mortgagee's waivers, and (ii) to otherwise effect the purposes of this Agreement; (k) use the Collateral in the conduct of Corporation's operation of restaurants at the Real Property, unless Agent consents in writing to another use or to its business or propertyanother location; vi. [reserved](l) keep the Collateral at all times insured against loss, damage, theft and such other risks in such amounts, with such companies, under such policies (the originals or certified copies of which, together with renewals thereof and receipts evidencing the payment of the premium therefor, shall be deposited with and held by Agent) in such form and for such periods as shall be reasonably required by Agent, and each such policy shall provide for not less than thirty (30) days prior written notice of expiration or cancellation to Agent and shall further provide that the loss thereunder and the proceeds payable thereunder shall be payable to Agent, pursuant to a non-contributing loss payable clause, as Agent's interest may appear, and Agent shall apply any proceeds of such insurance which may be received by Agent toward the restoration, repair or replacement of the Collateral unless an Event of Default has occurred and is continuing in which event Agent, at its option, may apply such proceeds toward the payment of Corporation's obligations under the Note and the Debenture, whether due or not due, in such order as Agent may determine; (m) keep the Collateral located at the site of the Restaurants where the Collateral is presently located, except for its temporary removal for maintenance or repair in connection with its ordinary use or unless Corporation notifies Agent in writing and Agent consents in writing in advance of its removal to another location, except that Corporation shall be entitled to dispose of such of the Collateral as may become unfit for continued use provided Corporation replaces such unfit Collateral with fit Collateral of similar kind and for like use and provided the purchase price of such replacement Collateral be paid in full at the time of such replacement and provided that the security interest and lien granted to Agent in this Security Agreement shall continue to be effective upon and with respect to such replacement Collateral; (n) retain the Collateral in its control, keep the Collateral in good condition and repair and not use the Collateral in violation of any provisions of this Agreement, of any applicable statute, rule, regulation or ordinance, any order binding Corporation or of any policy of insurance insuring the Collateral; and vii. maintain (ao) insurance with financially sound and reputable insurance companies in at least prevent the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, Collateral or any part thereof from being an accession to other goods or property not covered by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessthis Agreement.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture Note remains outstanding, except with the consent of the Majority Holders, the Company shall, and shall cause each of its Subsidiaries to: i. (i) preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organizationincorporation, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; (ii. ) provide to the HolderAgent, promptly upon becoming aware thereof (and in any event within one three (13) day days after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this DebentureNote; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (iv) (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. (v) comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; (vi. ) [reserved]; and; (vii. ) maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business. On and after the date that is thirty (30) days following the Closing Date, all such insurance policies required pursuant to clause (a) of this Section shall name the Agent as a loss payee (in the case of property or other casualty insurance) and an additional insured (in the case of liability insurance); (viii) cause all payments due under this Note to (a) rank pari passu with each of (x) all other Notes, (y) all Additional Notes, and (z) all Existing Notes, and (b) be senior to all other Indebtedness of the Company and its Subsidiaries, subject to Permitted Liens.

AFFIRMATIVE COVENANTS. As So long as any portion of this Debenture remains Obligations remain outstanding, and except as otherwise consented to by the Company Majority Lenders, the Borrower shall, and shall cause cause, as applicable, each of its Subsidiaries the other Obligors to: i. preserve 6.1.1 duly and punctually pay the Obligations at the times and places and in the manner required by the terms of the Loan Documents; 6.1.2 maintain its legal corporate existence, rights, franchises ; keep proper books of account and privileges records; maintain its corporate status in the jurisdiction of its organization, all jurisdictions where it carries on business; and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of operate its business and operations or the ownership of its properties Project (including the construction thereof) in accordance with good mining and where failure maintain or qualify could reasonably be expected to have a engineering practices and in compliance, in all material respects, with Applicable Law and all Material Adverse EffectContracts; ii. provide to the Holder6.1.3 maintain, promptly upon becoming aware thereof (preserve, protect and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto;keep: (a) pay and discharge as the same shall become due and payable: (i) all tax liabilitiesof its material ownership, assessments lease, use, licence and governmental charges other interests in the Collateral as are necessary or levies upon advisable in order for it or its properties or assetsto be able to develop, construct and operate the Project substantially in accordance with the Mine Plan and sound mining and business practice; and (ii) all material tangible Collateral owned by it in good repair, working order, and condition (ordinary wear and tear excepted), and make necessary and proper repairs, renewals, and replacements so that those aspects of the Business carried on in connection therewith may be properly conducted at all times, unless the same continued maintenance of any of such Collateral ceases to be necessary or economically desirable for the development, construction or continued operation of the Project substantially in accordance with the Mine Plan and sound mining and business practice; 6.1.4 not abandon all or any portion of any of the Project Real Property or any other interest in any material Collateral; 6.1.5 at any time during regular business hours and upon reasonable prior written notice from the Administrative Agent, permit representatives of the Administrative Agent and the Lenders, at the cost and expense of the Borrower, to enter into or onto its property, to inspect any of the Collateral and to examine its financial books, accounts and records and to discuss its financial condition with its senior officers and its auditors, provided that the Administrative Agent and/or the Lenders shall exercise their inspection rights as a group and as group, not more than twice in any calendar year. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, or if access is necessary to preserve or protect the Collateral, as determined by the Administrative Agent, acting reasonably, the Obligors shall provide such access to the Administrative Agent and the Lenders at all times and without advance notice; 6.1.6 keep insured with financially sound and reputable insurance companies all of the tangible Collateral, including the Project Property, in amounts and against losses or damages, including property damage and public liability, on a basis consistent with insurance obtained by reasonably prudent participants in similar businesses in similar locations and cause the policies of insurance referred to above to contain customary endorsements for the benefit of the Lenders, all in a form acceptable to the Administrative Agent, acting reasonably, and include a provision that such policies will not be amended in any manner which is prejudicial to the Lenders or be cancelled without 30 days’ prior written notice being given to the Administrative Agent by the issuers thereof, and cause the Administrative Agent to be named as an additional insured with respect to public liability insurance; 6.1.7 provide the Administrative Agent promptly with such evidence of insurance as the Administrative Agent may from time to time reasonably require; 6.1.8 diligently complete, or cause to be completed, the development and construction of the Project in a good and workmanlike manner in accordance, in all material respects, with the budgets, timelines, plans and specifications set forth in the Construction Contracts, the Construction Budget, the Project Schedule and the Mine Plan; 6.1.9 obtain, as and when required, and preserve and maintain, all Authorizations (including environmental Authorizations and Utility Commitments), Other Rights and Material Contracts which are required to permit the Obligors to (i) own, operate and maintain the Project in the manner currently carried on, (ii) develop, construct and operate the Project substantially as contemplated by the Mine Plan, (iii) commence and carry out the operation of commercial production transactions, and (iv) perform their obligations under the Loan Documents to which they are a party; 6.1.10 pay all Taxes as they become due and payable unless they are being contested in good faith by appropriate legal proceedings diligently conducted (and, with respect to Taxes which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and are overdue, establish adequate reserves therefor in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) IFRS; 6.1.11 conduct all lawful claims which, if unpaid, would by law become environmental remedial activities which a Lien upon its property, unless the same are being contested Person acting in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) a commercially reasonable manner and adequate reserves in accordance with GAAP are being maintained by Good Industry Practice would perform in similar circumstances and meet its environmental responsibilities and conduct and pay for any environmental investigations, assessments or remedial activities with respect to any of the Company or such Subsidiary; and (iii) all IndebtednessReal Property, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file in each case in all material tax returns respects as required to be filed (subject to any valid extension)in accordance with Applicable Law; (a) maintainexcept for mining activities undertaken pursuant to third party mineral rights, preserve claims and protect all interests identified in clauses 1, 5, 6, 7, 8, 9 and 10 of its Schedule 1.1.110(t) (Permitted Encumbrances) which would not interfere in any material properties respect with the development and equipment necessary in the operation of its business the Project in good working order accordance with the Mine Plan, ensure that the only mining activities taking place on the Project Real Property are those under the control and conditiondirection of the Borrower in furtherance of the Project, ordinary wear and tear excepted; and (b) make all necessary repairs thereto develop, construct and renewals and replacements thereof except where operate the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply Project in all material respects in compliance with the requirements of all applicable laws and all ordersany environmental permit, writs, injunctions and decrees applicable to it Order or to its business or property; vi. [reserved]other Authorization in respect of the Project; and vii. maintain (a) insurance with financially sound 6.1.13 warrant and reputable insurance companies defend the right, title and interest of the Obligors in at least the amounts (and with only those deductibles) customarily maintainedto any Collateral, and every part thereof, against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws claims of any state or jurisdiction in which it may be engaged in businessPerson, subject only to Permitted Encumbrances.

AFFIRMATIVE COVENANTS. As So long as this Agreement is in effect or any portion of this Debenture remains outstandingamount is unpaid hereunder or under the Note, the Company Borrower shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay keep proper books of account in manner satisfactory to Bank; (b) furnish the Bank with such financial information or other information pertaining to the operation of the Borrower and discharge the Mortgaged Property as the same shall become Bank may from time to time reasonably request to demonstrate the continued compliance with any financial covenant in Section 8 of this Agreement; (c) promptly pay all taxes, assessments and other governmental charges due from the Borrower as provided in the Mortgage; (d) keep all of the Borrower’s property insured at all times with responsible insurance carriers; (e) promptly inform the Bank of the commencement of any material action, suit, proceeding or investigation against the Borrower or the making of any counterclaim against the Borrower or any action, suit or proceeding and payable: of all liens against any of the Borrower’s property, and of the occurrence of any default hereunder; (f) pay all indebtedness to the Bank when due; (g) fully and punctually perform all of the terms and conditions of the Mortgage, Negative Pledge Agreement, Note, and other Loan Documents; (h) maintain all licenses and permits necessary for the operation of the Borrower’s property and business, in good standing at all times; (i) all tax liabilitiesafter Acquisition, assessments maintain and governmental charges repair or levies upon it cause to be maintained or its properties or assets, unless repaired the same are being contested Mortgaged Property in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) condition and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and conditionrepair, ordinary wear and tear excepted; , consistent with other comparable well maintained buildings and (b) improvements and promptly make all necessary or cause to be made any repairs thereto and renewals and replacements thereof except where necessary to comply with this Agreement, whether interior or exterior, structural or non-structural, ordinary or extraordinary, and foreseen or unforeseen, damage from fire or other casualty excepted only to the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply extent provided in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]Mortgage; and vii. maintain (aj) after Acquisition, if the building located on the Mortgaged Property is partially or totally damaged or destroyed by fire or other casualty or condemnation, proceed with the restoration thereof and diligently prosecute the work of restoration to completion as soon as is practicable, to the extent of insurance with financially sound and reputable insurance companies in at least proceeds or condemnation awards therefor made available by the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons Bank pursuant to the terms of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessMortgage.

AFFIRMATIVE COVENANTS. As long as any portion Consignee covenants and agrees that, from the date of this Debenture remains outstanding, the Company shall, Agreement and shall cause each until payment and performance in full by Consignee of its Subsidiaries toindebtedness, obligations and liabilities to Consignor under this Agreement or any other agreement or instrument, whether now existing or arising hereafter, Consignee shall: i. preserve (a) Do or cause to be done all things necessary to preserve, renew and maintain keep in full force and effect its legal corporate existence, rights, licenses, permits and franchises and privileges comply with all laws and regulations applicable to it; at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view conduct of its business and operations keep the same in good repair, working order and condition, and from time to time, make, or cause to be made, all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the ownership of its properties business carried on in connection therewith may be properly and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect theretoadvantageously conducted all times; (ab) pay Comply with all applicable laws and regulations, whether now in effect or hereafter enacted or promulgated by any Governmental Authority having jurisdiction in the premises; (c) Pay and discharge as the same shall become due or cause to be paid and payable: (i) discharged all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or upon its respective income and profits or upon any of its property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might become a lien or charge upon such properties or assetsany part thereof; provided that Consignee shall not be required to pay and discharge or cause to be paid and discharged any such tax, unless assessment, charge, levy or claim so long as the same are being validity thereof shall be contested in good faith by appropriate proceedings diligently conducted (which proceedings and it shall have the effect of preventing the forfeiture or sale of the property or assets subject set aside on its books adequate reserves with respect to any such Lientax, assessment, charge, levy or claim so contested, and provided further, that payment with respect to any such tax, assessment, charge, levy or claim shall be made before any of its property shall be seized and sold in satisfaction thereof; (d) and adequate reserves Give prompt written notice to Consignor of any proceedings instituted against it by or in accordance with GAAP are being maintained by the Company any Federal or such Subsidiary; (ii) all lawful claims state court or before any commission or other regulatory body, Federal, state or local, which, if unpaidadversely determined, would by law become have a Lien materially adverse effect upon its propertybusiness, unless the same are being contested operations, properties, assets, or condition, financial or otherwise or could result in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)Consignee; (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.

AFFIRMATIVE COVENANTS. As long as Seller agrees that subject to any portion binding majority vote of this Debenture remains outstandingis shareholders it will: 8.1 Insure and keep insured and cause any subsidiary to insure and keep insured its inventory, machinery, equipment and buildings against loss or damage by fire (with extended coverage), explosion and other hazards, including, without limiting the Company shallgenerality of the foregoing, maintain and shall cause each of its Subsidiaries to: i. preserve subsidiaries to maintain adequate insurance against liability due to damage to persons and property; and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of all such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar workmen's compensation insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business, except that the Seller may effect workmen's compensation or similar insurance in respect of operations in any jurisdiction by causing to be maintained a system or systems of self-insurance which is in accord with applicable laws, and cause each of its subsidiaries so to do in each state or jurisdiction in which it may be engaged in business: all such insurance (except war damage insurance carried with a government or governmental agency) to be carried in financially sound and reputable insurance companies, and provided, further, however, that the Seller's obligation to maintain such insurance shall be limited by the types of insurance and limits of coverage thereof which are available at the time or times at premiums the Seller deems reasonable in the light of prevailing conditions against such casualties and contingencies in such types and amounts as are consistent with the practice and policy as to insurance followed by the Seller at the time hereof. 8.2 Duly pay and discharge, or cause to be paid and discharged, all rates, assessments and other governmental charges imposed upon it or any subsidiary and its or their properties or any part thereof or upon the income or profits therefrom as well as all claims for labour, materials or supplies which if unpaid by law become a lien or charge upon any such property, except such items as are being in good faith appropriately contested and for which adequate reserves have been established. 8.3 Carry on and conduct its business in substantially the same manner and in substantially the same fields as such business is now and heretofore been carried on, and maintain its corporate existence and comply with all valid and applicable statutes, rules and regulations. 8.4 Maintain for itself, and each subsidiary, a modern system of accounting and furnish to the holders of the Shares (i) within 120 days after the close of each fiscal year audited financial statements prepared by an independent certified public accountants acceptable to the Board of Directors including consolidated balance sheets as of the end of such period and related profit and loss and surplus statements of the Seller, (ii) within 30 days after the end of each quarter balance sheets and profit and loss and surplus statements of the Seller as of the close of such quarter, and statements of income and reconciliation of surplus for the year to date of such statements of the Seller certified as accurate in all material respects by a responsible officer of the Seller as having been prepared in accordance with generally accepted accounting principles consistently applied, (iii) Promptly upon becoming available all statements and reports that may be required to be filed with the Securities Exchange Commission or furnished to the Shareholders of the Seller, and (v) such other information as the Purchaser may from time to time reasonably request including access to the books and records of the Seller and to examine such books and records, take memoranda and extracts therefrom. 8.5 Prepare and submit to the Board of Directors of Seller a preliminary budget in summary form for each fiscal year of the Seller at least thirty (30) days prior to the beginning of such fiscal year followed by a comprehensive budget not later than the first day of such year which comprehensive budget shall be accompanied by management's written discussion and analysis of such budget. The budget shall be presented to the directors for approval not later than the first meeting of the Board of Directors in each year and shall be accepted as the budget for such fiscal year when it has been approved by a majority of the full Board of Directors of the Seller. 8.6 Shall maintain key man life insurance, on which the Seller is beneficiary on the life Dr. ▇▇▇ ▇▇▇▇▇ ▇▇ the amount of $500,000.

AFFIRMATIVE COVENANTS. As long as The Company covenants and agrees that, while any portion of amounts under this Debenture remains Note are outstanding, the Company it shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay Do all things necessary to preserve and keep in full force and effect its corporate existence, including, without limitation, all licenses or similar qualifications required by it to engage in its business in all jurisdictions in which it is at the time so engaged; and continue to engage in business of the same general type as conducted as of the date hereof; and continue to conduct its business substantially as now conducted or as otherwise permitted hereunder; (b) Pay and discharge as the same shall become promptly when due and payable: (i) all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property before the same shall become delinquent or in default, which, if unpaid, might reasonably be expected to give rise to liens or charges upon such properties or assetsany part thereof, unless unless, in each case, the same are validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted (which proceedings have and the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and Company has maintained adequate reserves with respect thereto in accordance with GAAP GAAP; (c) Comply in all material respects with all federal, state and local laws and regulations, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations and requirements applicable to it (collectively, “Requirements”) of all governmental bodies, departments, commissions, boards, companies or associations insuring the premises, courts, authorities, officials or officers which are being maintained by applicable to the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and conditionproperties, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could comply would not have a Material Adverse Effect (as defined in this Section 3); (d) Keep proper records and books of account with respect to its business activities, in which proper entries, reflecting all of their financial transactions, are made in accordance with GAAP; (e) Keep all of its properties adequately insured at all times with responsible insurance carriers against loss or damage by fire and other hazards, and maintain adequate insurance at all times with responsible insurance carriers against liability on account of damage or injury to persons and property; and (f) Reserve and keep available out of its authorized and unissued Common Stock (as defined below) solely for the purpose of issuance upon conversion of this Note as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, such number of shares of Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 6 hereof) upon the conversion of the aggregate principal amount of this Note. For purposes hereof, “Material Adverse Effect” shall an event, matter, condition or circumstance which has or would reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with adverse effect on the requirements business, operations, economic performance, assets, financial condition, material agreements or results of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons operations of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensationwholly owned subsidiary, employer’s liability insurance or similar insurance Vyteris, Inc., a Delaware corporation, considered as may be required under the laws of any state or jurisdiction in which it may be engaged in businessa whole.

AFFIRMATIVE COVENANTS. As long as any portion of Unless otherwise expressly contemplated by this Debenture remains outstandingAgreement, or consented to in writing by Parent, the Company shallStockholder hereby covenant and agree to do, and shall to cause the Company to do, each of its Subsidiaries to: i. the following between the date hereof and the Closing Date: operate the business of the Company only in the usual, regular and ordinary course consistent with past practice; use reasonable efforts to preserve intact the business organization and assets, maintain the rights and franchises, retain the services of the respective officers, key employees and consultants, and maintain its legal existencethe relationships with the respective customers and suppliers, rights, franchises and privileges in of the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement ; maintain and keep the properties and assets of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken in as good repair and proposes to take with respect thereto; (a) pay and discharge condition as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested at present in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and conditionrespects, ordinary wear and tear excepted; keep in full force and (b) make all necessary repairs thereto effect insurance and renewals bonds comparable in amount and replacements thereof except where scope of coverage to that currently maintained by the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply Company; perform in all material respects all obligations required to be performed under all Material Contracts and Licenses relating to or affecting the assets, properties or operations of the Company; comply with and perform in all material respects all obligations and duties imposed on the requirements of Company by all applicable laws Laws; maintain the books, accounts and records of the Company in the usual, regular and ordinary manner on a basis consistent with past practice; deliver to Parent, within fifteen (15) business days after the end of each calendar month, an unaudited balance sheet, statement of earnings, statement of stockholders' equity and cash flow statement for the Company for such month just ended and all orders, writs, injunctions ancillary management reports; notify Parent of any material Action commenced by or against the Company or any Actions commenced or threatened which relate to the transactions contemplated by this Agreement; consult with Parent as to additional expenditures with respect to the Company's and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged Subsidiary's information systems exceeding $10,000 in the same or similar business as aggregate; and the Board of Directors of the Company and its Subsidiaries; and shall adopt the sales compensation model for the client services organization of the Company to be effective as of September 30, 2000, which shall be approved by Parent (b) all worker’s compensation, employer’s liability insurance or similar insurance as may such approval not to be required under the laws of any state or jurisdiction in which it may be engaged in businessunreasonably withheld).

AFFIRMATIVE COVENANTS. As long Except as any portion otherwise contemplated or required by this Agreement or as consented to by ▇▇▇▇▇ Fargo from the date hereof until the Effective Time of this Debenture remains outstandingthe Merger, the Company shallCompany, and shall cause each of its Subsidiaries to: i. preserve and Company Subsidiary will: maintain its legal existence, rights, franchises and privileges corporate existence in good standing; maintain the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view general character of its business and operations or the ownership of conduct its properties business in its ordinary and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay and discharge as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves usual manner; extend credit in accordance with GAAP are being maintained existing lending policies, except that it shall not, without the prior written concurrence of ▇▇▇▇▇ Fargo (which shall be deemed to be waived if ▇▇▇▇▇ Fargo has made no response by the Company end of the second complete business day following the receipt, as evidenced by confirmed facsimile, of the request by the representative designated in writing by ▇▇▇▇▇ Fargo), (A) make any new loan or modify, restructure or renew any existing loan (except pursuant to commitments made prior to the date of this Agreement) to any borrower if the amount of the resulting loan, when aggregated with all other loans or extensions of credit to such Subsidiary; person (iiother than SBA loans which are less than $500,000) all lawful claims which, if unpaidand non-residential consumer-purpose loans which are for less than $1,000,000), would by law become be in excess of $1,000,000 or (B) make any extensions of credit aggregating in excess of $1,000,000 to a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture person or sale entity that is not a borrower as of the property date hereof or assets subject that has not been a borrower within twelve (12) months prior to any such Lien) the date hereof; maintain proper business and adequate reserves accounting records in accordance with GAAP are being maintained by the Company or such Subsidiarygenerally accepted principles; and (iii) all Indebtedness, as and when due and payable, but subject use its best efforts to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of maintain its material properties and equipment necessary in the operation of its business in good working order repair and condition, ordinary wear and tear excepted; maintain in all material respects presently existing insurance coverage; use its best efforts to preserve its business organization intact, to keep the services of its present principal employees and (b) make to preserve its good will and the good will of its suppliers, customers and others having business relationships with it; use its best efforts to obtain any approvals or consents required to maintain existing leases and other contracts in effect following the Merger; comply in all necessary repairs thereto material respects with all laws, regulations, ordinances, codes, orders, licenses and renewals permits applicable to the properties and replacements thereof except where operations of Company and each Company Subsidiary the failure to do so non-compliance with which reasonably could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws ; and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company permit ▇▇▇▇▇ Fargo and its Subsidiaries; representatives (including KPMG LLP) to examine, in accordance with law, its and (b) its subsidiaries’ books, records and properties and to interview officers, employees and agents at all worker’s compensationreasonable times when it is open for business. No such examination by ▇▇▇▇▇ Fargo or its representatives either before or after the date of this Agreement shall in any way affect, employer’s liability insurance diminish or similar insurance as may be required under terminate any of the laws representations, warranties or covenants of any state or jurisdiction in which it may be engaged in businessCompany herein expressed.

AFFIRMATIVE COVENANTS. As long as any portion From and after the date of this Debenture remains outstandingAgreement and --------------------- until the Closing Date, the Company shall, Southlake Bancshares and Bank shall cause each of its Subsidiaries toeach: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay operate and discharge as conduct its business in the same shall become due ordinary course and payable: consistent with its prior practices; (ib) all tax liabilitiespreserve intact its corporate existence, assessments and governmental charges or levies upon it or its properties or business organization, assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted licenses, permits, franchises, authorizations, contracts and business opportunities; (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lienc) maintain its books, accounts and adequate reserves records in accordance with GAAP are being maintained by and/or banking practices, as applicable, and comply with all of its contractual obligations; (d) maintain all of its properties in good repair, order and condition, reasonable wear and tear excepted, and maintain appropriate insurance coverage upon all such properties; (e) in good faith and in a timely manner (i) cooperate with First Financial in satisfying the Company or such Subsidiaryconditions in this Agreement; (ii) diligently assist First Financial, to the extent it may reasonably require, in obtaining as promptly as possible all lawful claims whichconsents, if unpaidapprovals, would authorizations and rulings, whether regulatory or corporate, as are necessary for First Financial to carry out and consummate the transaction contemplated by law become a Lien upon its propertythis Agreement; (iii) furnish, unless the same are being contested or cause to be furnished, to First Financial such information as First Financial may reasonably require for inclusion in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture any filings or sale of the property or assets subject to any such Lien) and adequate reserves applications that may be necessary in accordance with GAAP are being maintained by the Company or such Subsidiarythat regard; and (iiiiv) perform all Indebtedness, as acts and when due execute and payable, but subject deliver all documents reasonably necessary to cause the terms of transaction contemplated by this Debenture; and Agreement to be consummated at the earliest possible date; (bf) timely file with the FRB, OCC, FDIC, SEC and other regulatory authorities all material tax returns financial statements and other reports to be filed by it and promptly thereafter deliver to First Financial copies of all financial statements and other reports required to be filed (subject to any valid extension)so filed; (ag) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all ordersregulations, writsnoncompliance with which would have a material adverse effect upon its financial condition, injunctions and decrees applicable to it assets, liabilities (absolute, accrued, contingent or to its business otherwise) or propertybusiness; vi. [reserved](h) promptly give written notice to First Financial upon obtaining knowledge of any event or fact that would cause any of the representations or warranties of Southlake Bancshares or Bank contained in or referred to in this Agreement to be untrue in any material respect, and use its best efforts to prevent or promptly remedy the same; and vii. maintain (ai) insurance with financially sound provide to First Financial, or provide First Financial access to, all books, records, reports, financial statements and reputable insurance companies in at least other documents and information as First Financial may from time to time request. (j) immediately or prior to the amounts (date of closing of this contemplated transaction, establish such additional accruals and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance reserves as may be required under necessary to conform Southlake Bancshares' and Bank's accounting and credit loss reserve practices and methods to those of First Financial; provided, however, no action taken pursuant to this subsection shall have any affect on calculation of the laws Book Value of Southlake Bancshares Stock for the purposes of Section 1.2 and no accrual or other adjustment made pursuant to this subsection shall constitute an acknowledgment by Southlake Bancshares or Bank or create any state implication, for any purpose, that such accrual or jurisdiction in which it may be engaged in businessadjustment was necessary for any purpose other than to comply with the provisions of this subsection.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstandingthe Seller and the Collection ------------------------------------------------------ Agent. Until each Ownership Interest is reduced to zero in accordance with ----- Section 3.1(c) and no further Purchases are to be made, the Company shall, and shall cause each of its Subsidiaries tothe Seller and the Collection Agent (with respect to itself) will, unless the Purchaser has otherwise consented in writing: i. preserve (a) Comply in all material respects with all applicable laws, rules, regulations and maintain orders with respect to it, its legal existencebusiness and properties and all Receivables and Collections, rights, franchises and privileges except where the failure to so comply could not materially adversely affect its ability to perform its obligations hereunder. (b) Maintain its corporate existence in the jurisdiction of its organizationincorporation, and qualify and remain qualified in good standing as a foreign business entity corporation in each jurisdiction in which qualification is necessary in view where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder. (c) At any reasonable time, permit the Purchaser or its agents or representatives to visit and inspect any of its business properties, to examine its books of account and operations or other records and files relating to Receivables (including, without limitation, computer tapes and disks) and to discuss its affairs, business, finances and accounts with its officers and employees. (d) Maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the ownership event of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after destruction of the occurrence originals thereof), a notice and keep and maintain all records and other information, reasonably necessary or advisable for the collection of each Event Receivables (including, without limitation, records adequate to permit the daily identification of Default known Receivables and all Collections and adjustments to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto;Receivables). (ae) pay At its expense timely and discharge as the same shall become due fully perform and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance comply with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns provisions and covenants required to be filed (subject observed by the Seller under the contracts related to any valid extension); (a) maintainthe Receivables, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so perform and comply could not reasonably materially adversely affect its financial condition or operations or its ability to perform its obligations hereunder. (f) Keep (i) the Seller's place of business or chief executive office (if the Seller has more than one place of business) at the address of the Seller listed on the signature page hereto and (ii) the offices where each Division keeps the originals of its records concerning the Receivables at the addresses specified in Exhibit I, or, upon 30 days' prior written notice to the Purchaser, at any other location in a jurisdiction where all Uniform Commercial Code financing statements required by the Purchaser have been filed. (g) Comply in all material respects with the credit and collection policy of each Division in regard to each Receivable of such Division and to any contract related to such Receivable. (h) Instruct all Obligors to remit their payment in respect of Receivables directly into a Lock-Box or the Concentration Account. The Seller shall, within one Business Day of receipt, deposit, or cause to be expected deposited, all Collections received by it into a Lock-Box or the Concentration Account. (i) File and maintain in effect all filings, and take all such other actions, as may be necessary to have a Material Adverse Effect;protect the validity and perfection of the Ownership Interests in the Receivables of each of the Divisions and Seller's Interest. v. (j) Cause each Plan to comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property;provisions of ERISA. vi. [reserved]; and vii. maintain (ak) insurance with financially sound and reputable insurance companies in at least Treat the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons conveyance of comparable size engaged the Ownership Interest in the same Receivables of each Division and the Collections under this Agreement as a sale for purposes of generally accepted accounting principles. (l) If any amount payable under or similar business in connection with any Pool Receivable shall be or become evidenced by any promissory note, chattel paper or other instrument, such promissory note, chattel paper or instrument shall be marked in a manner satisfactory to the Purchaser to indicate the Ownership Interest of the Purchaser therein. (m) With respect to each ownership interest in Bristol's Receivables sold by Bristol to the Seller pursuant to the Transfer Agreement, pay or agree to pay to Bristol not less than reasonably equivalent value in consideration thereof. (n) Assign to the Purchaser, consistent with the Consent and Acknowledgment, all rights of the Seller against Bristol under the Transfer Agreement and agree that (i) the Purchaser shall be a third-party beneficiary of the Seller's rights under the Transfer Agreement, (ii) the Seller will enforce its rights under the Transfer Agreement on behalf of the Purchaser and (iii) the Purchaser shall be entitled to enforce such rights against Bristol as if the Purchaser had been party to such Transfer Agreement. (o) Upon receipt of notice from the Purchaser reducing or increasing the Foreign Concentration Limit or the Standard Concentration Limit, or upon receipt of an amended Exhibit A from the Purchaser reducing or increasing the Special Concentration Limit for any Obligor, or adding the name of any other Obligor to Exhibit A, deliver to Bristol a notice or an amended Schedule 1 to the Transfer Agreement, as the Company and its Subsidiaries; and (b) all worker’s compensationcase may be, employer’s liability insurance or similar insurance as may be required under to the laws of any state or jurisdiction in which it may be engaged in businesssame effect.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company Anschutz shall, and shall cause each of its the Anschutz Subsidiaries to: i. preserve (a) advise and maintain its legal existenceconsult with Forest representatives on all material matters relating to the Anschutz Assets, rightsincluding, franchises without limitation, to the extent same are material, all matters relating to production, sales and privileges marketing arrangements, all proposed authorizations for expenditures in excess of $25,000, all farmout or farmin proposals or agreements, all operations with respect to which any of the jurisdiction of its organizationAnschutz Subsidiaries, or to Anschutz's Knowledge, other working interest owners, are considering electing not to participate (i.e., going non-consent), and qualify all amendments to any material Contracts; (b) promptly notify Forest of any notice, threatened notice or other event of which Anschutz or any Anschutz Subsidiary becomes aware (i) relating to any default, inquiry into any possible default, or action to alter, terminate, rescind or procure a judicial reformation of any material Contract or any provision thereof, or (ii) except for events affecting the oil and remain qualified gas industry as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations whole, that has had, or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have have, a Material Adverse Effect; ii. provide to Effect on the Holder, promptly upon becoming aware thereof (and in financial status of any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement Anschutz Subsidiaries or the value of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect theretoAnschutz Assets; (ac) timely pay all costs and discharge as expenses incurred in connection with, and perform all its material obligations under, all Contracts relating to or affecting the same shall become due Anschutz Assets, unless the payment of such costs and payable: expenses and the performance of such obligations is the subject of a good faith dispute on the part of the Anschutz Subsidiary or the Anschutz Subsidiary has established an adequate reserve on its books and records for the payment of the costs and expenses or the performance of the obligations; (d) keep in full force and effect all present insurance policies or other comparable insurance coverage; and (e) use their Best Efforts to obtain (i) all tax liabilitiesconsents and other Approvals, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) waivers of all lawful claims whichpreferential purchase and similar rights of third parties, if unpaid, would by law become a Lien upon its property, unless in each case that are necessary or advisable for the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale consummation of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained transactions contemplated by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessAgreement.

AFFIRMATIVE COVENANTS. As The Borrowers each covenant and agree with the Bank that so long as any portion of this Debenture the Obligations remains outstanding, the Company shall, outstanding and shall cause each of its Subsidiaries tounpaid: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) the Borrowers will pay promptly when due all interest and discharge as all installments of principal and interest at the times and in the manner specified in the Notes; (b) the Borrowers will pay promptly when due all other sums of every nature and kind comprising part of the Obligations in the manner and at the times required by this Loan Agreement and the Loan Documents; (c) the Borrowers will each keep, perform, and comply with all other covenants, terms, and conditions of this Loan Agreement and the Loan Documents; (d) each Borrower will maintain its corporate or limited liability company status and all franchises, licenses, permits, registrations and other authorizations required for the ownership of their respective portions of the Collateral and their other assets and the operation of the Business in full force and effect, and continuously operate the Business in material compliance with the same shall become due and payable: (i) in material compliance with all tax liabilitiesstatutes, assessments ordinances and governmental charges or levies upon it or its properties or assetsregulations applicable to such operations, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale including, without limitation, those of the property or assets subject to any such LienSEC, the Federal Aviation Administration and the Transportation Safety Administration; (e) the Borrowers will each act prudently and adequate reserves in accordance with GAAP are being maintained by the Company customary industry standards in managing or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale operating their respective portions of the property or Collateral and their other assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all IndebtednessBusiness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business keep in good working order and condition, ordinary wear and tear excepted; , the Collateral and (b) all of their respective assets and properties which are necessary to the operation of the Business, make all necessary repairs thereto repairs, replacements, and renewals necessary for the proper maintenance and replacements operation of the same, and permit authorized representatives of the Bank to inspect the same at reasonable times; (f) the Borrowers will maintain the insurance required under Section 9(b) of this Loan Agreement; (g) the Borrowers will pay promptly when due all real estate taxes, sewer rentals, and other municipal assessments, rentals, and charges of every nature and kind at any time, if any, that they are obligated to pay under the Leases, or which are otherwise imposed upon their respective portions of the Collateral and their other assets, and all taxes levied and imposed on the operation of the Business, as well as all debts, obligations and claims of every nature and kind which, if unpaid, might or could become a lien or charge upon the Collateral or their other assets, unless the validity thereof except where is being contested in good faith by appropriate proceedings diligently conducted to the failure satisfaction of the Bank and such liability is covered by reserves in accordance with GAAP; (h) the Borrowers shall furnish the Bank within one hundred twenty (120) days after the end of each Fiscal Year with either (i) a copy of Saker’s Annual Report on Form 10-K filed with the SEC for such Fiscal Year, or (ii) their annual consolidated financial statements for such Fiscal Year. Such financial statements shall be audited by Certified Public Accountants acceptable to do so the Bank in accordance with GAAP applied on a consistent basis, and shall contain, at a minimum, a balance sheet, an income statement, and a statement of cash flows; (i) the Borrowers shall furnish the Bank within forty-five (45) days after the end of the first three (3) Fiscal Quarters of each Fiscal Year with either (i) a copy of Saker’s Quarterly Report on Form 10-Q filed with the SEC for such Fiscal Quarter, or (ii) their management prepared quarterly consolidated financial statements, which financial statements shall contain, at a minimum, a balance sheet, an income statement, and a statement of cash flows; (j) the Borrowers shall deliver to the Bank, with the annual financial statements referenced in subsection (h), above, and with each of the quarterly financial statements referenced in subsection (i), above, a certificate (the “Compliance Certificate”) as to compliance with the financial covenants set forth in Section 12 of this Loan Agreement and as to the absence of any Event of Default under this Loan Agreement and the other Loan Documents (or, if such non-compliance or Event of Default exists, the precise nature thereof and the corrective measures to be taken to cure such non-compliance or Default, it being understood and agreed that the delivery of the Compliance Certificate shall not limit, delay or otherwise affect the Bank’s rights and remedies under this Loan Agreement and the other Loan Documents as the result of such non-compliance or Default); (k) the Borrowers shall each furnish all additional information with respect to their respective financial conditions, the Business, and portions of the Collateral, that the Bank may from time to time reasonably request, and, in the event such information is not provided to the Bank, or if an Event of Default, as hereinafter defined, has occurred and is continuing, each Borrower hereby authorizes the Bank and any of its agents, to call at their place of business at intervals to be determined by the Bank during regular business hours and after reasonable notice, and without hindrance or delay, to allow the Bank to inspect, audit, check and make extracts and copies from any books, records, journals, orders, receipts, computer tapes, computer disks, computer printouts, and correspondence which relate to the Collateral, the Business, and the general financial condition of each Borrower. Such actions by the Bank shall occur at such times and be conducted in such manner as to not cause any undue burden to the Borrowers, or any undue disruption of the Business. In addition, in the event such information is not provided or if an Event of Default, as hereinafter defined, has occurred and is continuing, each Borrower hereby authorizes all duly constituted federal, state and municipal authorities to furnish to the Bank copies of audit reports of the Borrowers made by any of them, and authorizes any banking institution, account debtor or any third party with whom any Borrower has a contractual relationship pertaining to their financial condition, the Collateral, the Business, or the Loan Documents, to furnish the Bank copies of such contract and any related writings, provided, however, that the Bank agrees to keep such information confidential and to use the same only for the purpose of monitoring compliance with the provisions of this Loan Agreement or enforcing the Bank’s rights hereunder; (l) each Borrower shall pay promptly when due all principal and interest and all other sums of every nature and kind with respect to any and all loans or lines of credit extended to it by the Bank subsequent to the date of this Loan Agreement (collectively, the “Subsequent Indebtedness”); (m) the Borrowers shall promptly give written notice to the Bank of any damage to any Collateral in excess of $100,000.00, as well as written notice of the revocation or termination of any of the franchises, licenses, permits or other authorizations required for the ownership or operation of the Business, or any other event, including litigation or other proceedings commenced or threatened, which might or could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial condition of any Borrower or on the operation of the Business, including any event which, after the passage of time or the giving of notice or both, would constitute an Event of Default under this Loan Agreement, or the other Loan Documents; v. comply (n) Garden City shall perform in a timely manner all of its covenants, obligations, and agreements with respect to the Permitted Encumbrance; (o) each Borrower shall perform in a timely manner all of its covenants, obligations, and agreements and under each mortgage, deed of trust, or other encumbrance or agreement relating to any asset owned by it when non-compliance would have a material respects adverse effect upon the Business, its financial condition, or its ability to repay the Obligations; (p) each Borrower shall perform in a timely manner all of its covenants, agreements and obligations with respect to each Lease to which it is a party, shall provide the Bank with a copy of any notice of default sent or received under any Lease upon receipt thereof by it, and shall provide the Bank with notice of the termination of any Lease; (q) within twenty-one (21) days following the date of this Loan Agreement, the Borrowers shall maintain all of their primary deposit accounts with respect to the Business with the Bank; (r) within sixty (60) days following the date of this Loan Agreement, the Borrowers shall deliver to the Bank, substantially in the form of the applicable Exhibit D-▇, ▇-▇ or D-3 attached hereto, a Landlord’s Waiver from the respective landlord or lessor under each Lease; (s) within sixty (60) days following the date of this Loan Agreement, the Borrowers shall deliver to the Bank, substantially in the form of the applicable Exhibit E-1, E-2 or E-3 attached hereto, an Estoppel Certificate from the respective landlord or lessor under each Lease; (t) W▇▇▇▇▇-▇▇▇▇▇ shall exercise, on a timely basis, its option to extend the term of the Lease to which it is a party for a period of five (5) years, commencing as of September 1, 2013, in accordance with the terms thereof; (u) within sixty (60) days following the date of this Loan Agreement, Saker shall exercise its option to extend for a period of two years the employment agreement with R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (“R▇▇▇▇▇▇▇▇”) to serve as its President or Chief Executive Officer; (v) the Borrowers shall make prompt payment of all contributions required under any employee benefit plan to meet the minimum funding requirements of all applicable laws and all ordersERISA, writsfurnish the Bank, injunctions and decrees applicable upon request, with a copy of the most recently filed annual report filed by any Borrower under ERISA for any plan required to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintainedfile such a report, and against such risks as are typically insured againstfurnish to the Bank, by Persons of comparable size engaged in the same within ten (10) days after receipt, or similar business ten (10) days prior to filing, as the Company and its Subsidiaries; and case may be, any notice with respect to a “reportable event”, or a “prohibited transaction” as defined in ERISA which could result in a materially adverse effect, a notice of intent to terminate any employee benefit plan, or the imposition (bor threatened imposition) all worker’s compensation, employer’s of withdrawal liability insurance or similar insurance as may be required under the laws Section 4201 of any state or jurisdiction in which it may be engaged in businessERISA.

AFFIRMATIVE COVENANTS. As So long as any portion of this Debenture remains Purchaser Securities remain outstanding, the Company shall, and shall cause each Subsidiary (if any) to, unless it has received the prior written consent of its Subsidiaries tothe holders of a majority of the Purchaser Securities then outstanding: i. at all times cause to be done all things necessary to maintain, preserve and maintain renew its legal corporate or other entity existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide at all times take all actions and cause to be done all things necessary to obtain, maintain, preserve, and renew all material licenses, authorizations, orders, permits, and other governmental approvals necessary to the Holder, promptly upon becoming aware thereof (conduct of its businesses as presently proposed to be conducted and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect theretoas hereafter conducted; (a) iii. maintain and keep its material properties in good repair, working order and condition, and from time to time make all necessary or desirable repairs, renewals and replacements, so that its businesses may be properly and advantageously conducted in all material respects at all times; iv. pay and discharge as the same shall become due and payable: (i) when payable all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or its properties or assetsupon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies which if unpaid would by law become a Lien upon any of its property unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company GAAP) have been established on its books with respect thereto; v. comply with all other material obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such Subsidiary; (ii) all lawful claims which, if unpaid, would by law obligations become a Lien upon its propertydue, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iiiGAAP) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)have been established on its books with respect thereto; (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. vi. comply in all material respects with the requirements of all applicable laws laws, rules and regulations of the Securities and Exchange Commission, the ART (and other comparable governmental bodies) and all orders, writs, injunctions and decrees applicable other governmental authorities to it which any of the Company or to its business or propertySubsidiaries are subject; vivii. [reserved]apply for and continue in force with good and responsible insurance companies adequate insurance covering risks of such types and in such amounts as are customary for corporations of similar size engaged in similar lines of business; and viiviii. maintain (a) insurance proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessGAAP.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, Between the Company shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default Effective Date and the actions which the Company has taken and proposes to take with respect thereto;Closing Date, Seller agrees that it will: (a) pay at its expense, operate and discharge as maintain the Property (including the Personal Property) in its present order and condition and in accordance with its past practices to date, make all necessary repairs, and deliver the Property on the Closing Date in substantially the same shall become due condition it is in on the Effective Date, reasonable wear and payabletear and damage by fire or other casualty excepted; (b) give prompt written notice to Purchaser of any fire or other casualty affecting the Property after the Effective Date; (c) deliver to Purchaser, promptly after receipt by Seller after the Effective Date, a copy of: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiarywritten notices from Tenants; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless written notices from the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to service providers under any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such SubsidiaryService Contracts; and (iii) all Indebtedness, as and when due and payable, but subject written notices received by Seller of any violations issued by governmental authorities with respect to the terms Property (including notices of this Debenture; violations received prior to the Effective Date and not remedied by the Effective Date), and, at its sole cost and expense, remedy before the Closing Date all violations of legal requirements specified in such notice affecting or relating to the Property (b) timely file all material tax returns to the extent Purchaser in its investigations uncovers any violations of legal requirements it will notify the Seller of the same and, except to the extent required by law, will not contact any legal authority with respect to be filed (subject to the same), and any valid extension)outstanding work orders and requirements of any company insuring the Property against casualty; (ad) maintainnotify Purchaser in writing, preserve promptly after Seller acquires actual knowledge thereof, of any facts or events which would cause any of Seller's representations and protect warranties contained in Sections 15 or 16 of this Agreement or in the Due Diligence Material supplied by Seller to Purchaser pursuant to this Agreement, to be untrue or incorrect in any material respect; and (e) maintain in full force and effect all of its material properties existing licenses and equipment necessary in permits relating to the operation of the Property in its business in good working order current manner (the "Licenses") and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and timely apply for renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least such Licenses which will expire before the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessClosing Date.

AFFIRMATIVE COVENANTS. As long as any portion In addition to other covenants set forth herein, Lessee hereby agrees that from the date hereof until all amounts owing to Lessor under all Leases are irrevocably paid in full, Lessee shall keep and perform fully each and all of this Debenture remains outstanding, the Company shall, and following covenants. (i) Lessee shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and existence as a corporation. Lessee shall qualify and remain qualified as a foreign business entity and in good standing in each jurisdiction in which failure to receive or retain such qualification is necessary in view of its business and would have a Material Adverse Effect on the business, operations or financial condition of Lessee individually or Lessee and its Subsidiaries taken as a whole. (ii) Lessee shall comply (and shall procure that its Subsidiaries shall comply) in all respects with all laws and regulations applicable to Lessee, its Subsidiaries, or their respective properties (including, without limitation, any applicable employee benefit law, and tax law, securities law, product safety law, occupational safety or health law, communications and utilities law, environmental protection or pollution control law, and hazardous waste or toxic substances management, handling or disposal law); provided however, Lessee shall not be deemed to be in violation of this Section as a result of any failure to comply if such failure would not result in fines, penalties, injunctive relief or other civil or criminal liabilities in excess of $250,000 or if the ownership of its properties and where failure maintain or qualify could reasonably be expected to would not have a Material Adverse Effect;. ii. provide to the Holder, promptly upon becoming aware thereof (iii) Lessee shall (and shall procure that its Subsidiaries shall) at all times obtain and maintain in force all authorizations, permits, consents, approvals, licenses, franchises, exemptions and other action by, and all registrations, qualification, designations, declarations and other filings with, any event within one (1) day after the occurrence thereof)Governmental Authority necessary in connection with execution and delivery of this Agreement, a notice of each Event of Default known to an executive officer consummation of the Companytransactions herein or therein contemplated, together performance of or compliance with a statement of such executive officer setting forth the details of such Event of Default terms and condition hereof or thereof or to ensure the legality, validity and enforceability hereof or thereof or to carry out its business and the actions business of its Subsidiaries; provided that Lessee shall not be deemed to be in violation of this Section as a result of any failure to comply which the Company has taken and proposes to take with respect thereto;would not have a Material Adverse Effect. (aiv) Lessee shall pay any required taxes and discharge its liabilities as the same shall become and when due except for taxes and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are liabilities being contested in good faith by appropriate proceedings diligently conducted (and in respect of which proceedings appropriate reserves have been made in the effect accounts of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension);Lessee. (av) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. Lessee shall comply in all material respects with the requirements terms of all applicable laws the Supplier Agreements and all orders, writs, injunctions and decrees applicable other material agreements or instruments to which it is a party or by which it or any of its properties are bound. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (vi) Lessee shall obtain the written consent of Lessor prior to its business the publication or propertyuse by Lessee of any advertising, sales promotion, press releases or other publicity matters in which Lessor's name or logos of Lessor are mentioned or can be reasonably inferred. (vii) Lessee shall, promptly upon Lessee becoming aware thereof, give Lessor written notice of the following together with, in each case, a written statement of a responsible officer of Lessee setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by Lessee: (A) the occurrence of any Event of Default or any event which, with the giving of notice or passage of time or both, would constitute an Event of Default; vi. [reserved](B) any Material Adverse Effect on Lessee, individually or Lessee and its Subsidiaries taken as a whole; (C) any material change in (including a termination of or default under) any of the Supplier Agreements and any material default by Lessee or any of its Subsidiaries under any other agreement or instrument to which Lessee or its Subsidiary is a party, or by which Lessee, its Subsidiary, or any of their respective properties may be bound, if such agreement or instrument or the consequences of such default would result in a Material Adverse Effect; (D) any lien asserted against any of the Systems, any material change in the composition of the Systems, or the occurrence of any other event which would have a material adverse effect on the value of the System or on Lessor's interest therein; and vii. maintain (aE) insurance with financially sound and reputable insurance companies in at least within 15 days thereof, the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same establishment or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws acquisition of any state Material Subsidiary of Lessee or jurisdiction a Subsidiary of Lessee becoming a Material Subsidiary or the acquisition or purchase of all or substantially all of the business, assets, customers or operations of any other entity. (viii) Lessee shall use best efforts to obtain Landlord Waivers in any instance where such has been requested by Lessor as a condition precedent but which it may be engaged in businesshas not been obtained prior to Closing or funding, respectively.

AFFIRMATIVE COVENANTS. As The Borrower covenants that for so long as any portion of this Debenture remains Agreement is outstanding, the Company shall, and shall cause each of its Subsidiaries to: i. preserve (a) The Borrower shall comply in all material respects with all applicable federal, state and local laws, ordinances, regulations and restrictive covenants relating to the Borrower’s businesses and operations. (b) The Borrower shall maintain its legal existence, rights, franchises corporate existence and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of right to carry on its business and operations duly procure all necessary renewals and extensions thereof and maintain, preserve and renew all rights, powers, privileges and franchises and conduct its business in the usual and ordinary course; provided, that the Borrower shall not be required to maintain, preserve or renew any such rights, powers, privileges or franchises that are immaterial to the ownership business of the Borrower and if the Borrower reasonably determines that the preservation thereof is no longer desirable in the conduct of the Borrower’s business. (c) The Borrower shall use the proceeds of the Term Loan solely for the purposes described in Section 3 of this Agreement. (d) The Borrower shall maintain with financially sound and reputable independent insurers, insurance with respect to its properties assets and where failure maintain business against loss or qualify damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. (e) The Borrower shall furnish to the Lender: (i) promptly after any Responsible Officer becoming aware of the occurrence of any Default or Event of Default (but in any event within three Business Days thereafter), a certificate of a Responsible Officer setting forth the details thereof and the action that the Borrower is taking or proposes to take with respect thereto; (ii) promptly after any Responsible Officer becoming aware of any event or occurrence that could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof Effect (and but in any event within one (1) day after the occurrence thereofthree Business Days thereafter), a notice certificate of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer Responsible Officer setting forth the details of such Event of Default thereof and the actions which action that the Company has taken and Borrower is taking or proposes to take with respect thereto; (aiii) pay and discharge promptly upon request, such additional information regarding the financial position or business (including with respect to environmental matters) of the Borrower as the same shall become due and payable: (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject Lender may reasonably request from time to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iii) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension); (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved]time; and vii. maintain (aiv) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons promptly provide notice of comparable size engaged any material adverse change in the same business or similar business as deviation from the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in businessBusiness Plan.

AFFIRMATIVE COVENANTS. As long Except as any portion of this Debenture remains outstandingdescribed herein or as Buyer may otherwise consent in writing, between October 31, 2000 and the Closing Date, Seller shall have caused Company shall, and shall cause each of its Subsidiaries to: i. preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (a) pay operate its business only in the usual, regular and discharge as the same shall become due ordinary course and payable: in accordance with past practice and use its best efforts to (i) all tax liabilities, assessments and governmental charges or levies upon it or preserve its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiarybusiness organization intact; (ii) keep available the services of its employees; (iii) continue normal marketing, advertising and promotional expenditures and (iv) preserve all lawful claims whichbeneficial business relationships with customers, if unpaidsuppliers, would by law become a Lien upon its property, unless subcontractors and others having business dealings with it; (i) maintain all the same are being contested tangible assets in good faith by appropriate proceedings diligently conducted condition and repair, normal wear and tear and damage due to fire or other unavoidable casualty excepted and (which proceedings have ii) maintain insurance in full force and effect with responsible companies, comparable in amount, scope and coverage to that in effect on the effect date of preventing this Agreement; (i) duly comply with all laws applicable to the forfeiture or sale Company's business; (ii) perform all of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiaryits obligations without default; and (iii) all Indebtednessmaintain its books, as records and when due accounts in the usual, regular and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)ordinary manner on a basis consistent with past practice; (ad) maintain, preserve and protect satisfy in full in accordance with past practice all of its material properties liabilities, including accounts payable, or contest in good faith such liabilities; (e) perform and equipment necessary in the operation comply with all of its business in good working order obligations under all contracts and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effectinstruments; v. comply in (f) give to Buyer and to its counsel, accountants, and other representatives full access during normal business hours to all material respects of the properties, personnel, books, tax returns, contracts, commitments and records of Company and furnish to Buyer and such representatives all such additional documents, financial information and information with respect to the requirements business affairs of Company as Buyer may from time to time reasonably request; (g) authorize Company's independent accountants to permit Buyer's independent accountants and Buyer's accounting personnel to examine and copy, when and as reasonably requested by Buyer, the records and working papers of Company's independent accountants pertaining to its audits of the Financial Statements; (h) furnish Buyer, as soon as possible, with true and correct copies of all applicable laws monthly and all orders, writs, injunctions and decrees applicable to it quarterly financial statements which are prepared by or to its business or property; vi. [reserved]for Company at any time from the date hereof until the Closing Date; and vii. maintain (ai) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws inform Buyer promptly of any state or jurisdiction in development which it may be engaged in businessmaterially interfere with the consummation of the transactions contemplated hereby.

AFFIRMATIVE COVENANTS. As Unless holders of a majority of the Preferred Stock, voting together as a single class, have specifically waived performance by the Company (and only to the extent of such waiver), for so long as any portion of this Debenture Preferred Stock remains outstanding, the Company shall, and shall cause each of its Subsidiaries to: i. (i) at all times cause to be done all things necessary to maintain, preserve and maintain renew its legal corporate existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effect; ii. provide to the Holder, promptly upon becoming aware thereof (and in any event within one (1) day after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (aii) at all times take all actions and cause to be done all things necessary to obtain, maintain, preserve, and renew all material licenses, authorizations, orders, permits, and other governmental approvals necessary to the conduct of its businesses as presently proposed to be conducted and as hereafter conducted; (iii) maintain and keep its material properties in good repair, working order and condition, and from time to time make all necessary or desirable repairs, renewals and replacements, so that its businesses may be properly and advantageously conducted in all material respects at all times; (iv) pay and discharge as the same shall become due and payable: (i) when payable all tax liabilitiestaxes, assessments and governmental charges or levies imposed upon it or its properties or assetsupon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) and all material claims for labor, materials or supplies which if unpaid would by law become a Lien upon any of its property unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company generally accepted accounting principles, consistently applied) have been established on its books with respect thereto; (v) comply with all other material obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such Subsidiary; (ii) all lawful claims which, if unpaid, would by law obligations become a Lien upon its propertydue, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves (as determined in accordance with GAAP are being maintained by the Company or such Subsidiary; and (iiigenerally accepted accounting principles, consistently applied) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b) timely file all material tax returns required to be filed (subject to any valid extension)have been established on its books with respect thereto; (avi) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; v. comply in all material respects with the requirements of all applicable laws laws, rules and regulations of the Federal Communications Commission and all orders, writs, injunctions and decrees applicable other governmental authorities to it or to its business or property; vi. [reserved]; and vii. maintain (a) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons which any of comparable size engaged in the same or similar business as the Company and its Subsidiaries; Subsidiaries are subject; (vii) apply for and (b) all worker’s compensation, employer’s liability continue in force with good and responsible insurance or companies adequate insurance covering risks of such types and in such amounts as are customary for well-insured corporations of similar insurance as may be required under the laws of any state or jurisdiction in which it may be size engaged in similar lines of business; and (viii) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations and make provisions on its financial statements for all such proper reserves as in each case are required in accordance with generally accepted accounting principles, consistently applied.

AFFIRMATIVE COVENANTS. As long as any portion of this Debenture remains outstanding, the Company shall, and shall cause each of its Subsidiaries to: i. a) preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified as a foreign business entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties and where failure maintain or qualify could reasonably be expected to have a Material Adverse Effectproperties; ii. b) provide to the Holder, promptly upon becoming aware thereof (and in any event within one three (13) day days after the occurrence thereof), a notice of each Event of Default known to an executive officer of the Company, together with a statement of such executive officer setting forth the details of such Event of Default and the actions which the Company has taken and proposes to take with respect thereto; (ac) pay and discharge as the same shall become due and payable: (ix) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary, as applicable; (iiy) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien) and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary, as applicable; and (iiiz) all Indebtedness, as and when due and payable, but subject to the terms of this Debenture; and (b2) timely file all material tax returns required to be filed (subject to any valid extension); (a1) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b2) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effectthereof; v. e) take all action necessary or advisable to maintain all of the intellectual property rights of the Company and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect; f) comply in all material respects with the requirements of all applicable laws and all orders, writs, injunctions and decrees applicable to it or to its business or property; vi. [reserved], in each case; and vii. g) maintain (a1) insurance with financially sound and reputable insurance companies in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against, by Persons persons of comparable size engaged in the same or similar business as the Company and its Subsidiaries; and (b2) all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business.;