Common use of Default Clause in Contracts

Default. If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demand.

Default. If The occurrence of any of the following events events, if not cured within the applicable time permitted for cure below, shall occur (each such event being referred to herein as an “Event of Default”): constitute a default under the Lease Agreement: (a) Failure of Lessee to make any of the non-payment of any principal or interest on this Note or any other Obligation on the date required payments to Lessor required hereunder when due; or (b) the deathFailure of Lessee to comply with any other terms, dissolutioncovenants, liquidation or insolvency conditions required of any ObligorLessee herein; or (c) the filing Making by or against Lessee of any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the creditors; filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any Obligorlaw relating to bankruptcy; appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets or of Lessee’s interest in this Lease Agreement; Lessee’s convening of a meeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or composition of its debts; or Lessee’s insolvency or admission of an inability to pay its debts as they mature; or (d) Vacation or abandonment by Lessee of the leased Equipment; or (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement The levy of any Obligor with or in favor lien, writ of Bank; (f) any judgmentattachment, garnishment, seizure, tax lien execution or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of restraint on all or any portion of Lessee’s rights or interest under this Note by Lease Agreement. If a receiver is appointed to take possession of any Obligor or any attempt by any Obligor to do so; thenof the assets of the Lessee, Lessor may, at its option, terminate Lessee’s right to possession of the option leased Equipment by giving written notice to Lessee. The leased Equipment, and any rights of BankLessee therein, shall thereupon be surrendered to Lessor and Lessor may take possession thereof immediately. Lessee authorizes Lessor to enter upon any premises of Lessee upon ten (10) days written notice served by first class mail on Lessee for the purpose of taking possession of the leased Equipment. If Lessee defaults on any of the terms of this Lease Agreement other than by the appointment of a receiver as set forth above, Lessor shall notify Lessee in writing of the default and Lessee shall have 15 days to cure such default. If Lessee fails to cure the default within 15 days following written notice served via first class mail by Lessor, Lessor shall have a right to immediately repossess the leased Equipment without any further notice to Lessee. Repossession of the leased Equipment by Lessor or the voluntary surrender of the leased Equipment by Lessee shall not affect the right of Lessor to recover from Lessee any and all damages which Lessor incurs by reason of the breach of any of the covenants, terms, or conditions of this Lease Agreement. In the event Lessee defaults on the terms of this Lease Agreement, Lessee shall continue to be responsible to Lessor for all payments required hereunder for the entire duration of the lease term. Lessor shall use its best efforts to recondition the leased Equipment to render it suitable for subsequent rent, lease or sale and to rent, lease or sell the leased Equipment in a timely manner. Lessor may rent, lease or sell the leased Equipment after repossession from Lessee at such rate or amounts as Lessor deems appropriate in its sole discretion. If the leased Equipment is rented, leased or sold following repossession from Lessee, the full amount proceeds therefrom shall be applied to the remaining balance owned by Lessee under the terms of this Note Lease Agreement after adding all additional costs and expenses incurred by Lessor to repossess, repair and recondition the leased Equipment to render it suitable for subsequent rent, lease or sale. If Lessor repossesses the leased Equipment following default by Lessee, Lessor shall have the right to take and retain possession of all personal property of Lessee contained in or on the leased Equipment. Lessor shall have the further right to sell Lessee’s personal property obtained during repossession of the leased Equipment, without further notice to Lessee, to satisfy any unpaid debt or damages owed to Lessor as a result of Lessee’s breach of this Lease Agreement. All proceeds from a sale of Lessee’s personal property shall be applied to the amount owed by Lessee to Lessor hereunder less any and all other obligations costs incurred by Lessor to advertise, auction and/or sell Lessee’s personal property. This paragraph is not intended or designed to limit or alter, in any way, the legal rights or remedies of Lessor in the event of a breach by Lessee. All rights of Lessor set forth in this paragraph are cumulative of existing law and liabilities, direct Lessor shall retain the right to pursue any and all legal remedies against Lessee to which Lessor is entitled under California or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandfederal law.

Default. If 6.1 Upon the occurrence of any of the following events shall occur (each such event being herein referred to herein as an “"Event of Default”"): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under Event of Default (as defined in any deed of trust, mortgage, security agreement or any other document securing payment of this Notethe documents evidencing the Obligations), or (ii) any obligation default under any other note or under any other agreement of any Obligor with or in favor such documents that do not have a defined set of Bank; "Events of Default," (fiii) any judgment, garnishment, seizure, tax lien representation or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation warranty made by any Obligor Pledgor to Bank proves to be untrue Pledgee in this Agreement is false or erroneous in any material respect; , or (iiv) the failure of Pledgor to observe or perform any default covenant or other agreement with Pledgee under this Agreement, Pledgee may exercise any one or more of the rights and remedies granted pursuant to this Agreement or given to a Pledgee under applicable law, as it may be amended from time to time, including but not limited to the right to take possession and sell, lease or otherwise dispose of the Collateral and, at its option, operate, use or exercise any rights of ownership pertaining to the Collateral as the Pledgee deems necessary to preserve the value and receive the benefits of the Collateral and notifying all persons subject to a control agreement who may otherwise have possession or control of any of the Collateral and taking possession of any such Collateral. Upon the occurrence of an Event of Default, Pledgee may, so far as Pledgor can give authority therefor, enter upon any premises on which the Collateral or any part thereof may be situated and take possession of and remove the same therefrom and gives permission to Pledgee to conduct a sale of any or all of the Collateral, which sale may be conducted on any real property owned by Pledgor without charge or interference by Pledgor. Pledgee may require Pledgor to make the Collateral available to Pledgee at a place to be designated by Pledgee that is reasonably convenient to both parties. Pledgor waives all claims for damages by reason of any Obligor seizure, repossession, retention, use, or sale of the Collateral under the terms of this Agreement. 6.2 The net proceeds arising from the disposition of the Collateral after deducting expenses incurred by Pledgee will be applied to the Obligations in the payment order determined by Pledgee. If any excess remains after the discharge of all of the Obligations, the same will be paid to Pledgor. If after exhausting all of the Collateral, there should be a deficiency, Pledgor will be liable therefor to Pledgee, provided, however, that nothing contained herein will obligate Pledgee to proceed against the Collateral prior to making a claim against Pledgor or performance any other party obligated under the Obligations or prior to proceeding against any other collateral for the Obligations. 6.3 Whenever notice is required by law to be sent by Pledgee to Pledgor of any material liabilitiessale or other disposition of the Collateral, indebtedness or obligations ten days written notice sent in accordance with the requirements of the applicable section of the Uniform Commercial Code to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, Pledgor at the option of Bankaddress specified below, the full amount of or at such other address as Pledgor may furnish Pledgee in writing from time to time for this Note and all other obligations and liabilitiespurpose, direct or contingent, of any Obligor to Bank shall will be immediately due and payable without notice or demandreasonable.

Default. If Upon the occurrence or during the continuance of any one or more of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the deathlisted below, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, Holder or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion holder of this Note may forthwith or at any time thereafter during the continuance of any such event, by any Obligor or any attempt by any Obligor notice in writing to do so; thenthe Maker, at declare the option unpaid balance of Bank, the full amount principal of this Note to be immediately due and all other obligations payable, and liabilities, direct or contingent, of any Obligor to Bank the principal shall become and shall be immediately due and payable without presentation, demand, protest, notice of protest, or demandother notice of dishonor, all of which are hereby expressly waived by Maker, with full knowledge of the effect of such waiver. The events deemed as defaults shall include without limitation the following: (a) Maker's failure to pay the principal and interest of this Note or any portion thereof when the same shall become due and payable (whether at maturity as herein expressed, by acceleration, or otherwise) unless cured within five (5) days after Holder or the holder of this Note delivers to Maker written notice of default; (b) Maker's filing a voluntary petition in bankruptcy; or filing a voluntary petition seeking reorganization; or filing an answer admitting the jurisdiction of the court and any material allegations of an involuntary petition filed pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof; or making an assignment for the benefit of its creditors; or applying for or consenting to the appointment of any receiver or trustee for Maker or all or any substantial portion of its property; or assigning an agent to liquidate any substantial part of Maker's assets; (c) The entry of (i) any court order pursuant to any act of Congress (or amendment thereof) relating to Maker's bankruptcy or reorganization; or (ii) any court order approving an involuntary petition for the bankruptcy or reorganization of the Maker; or (iii) any court order appointing any receiver or trustee of or for Maker or for all or any substantial portion of the Maker's property; or (iv) any writ or warrant of attachment or any similar process issued by any court against all or any substantial portion of the Maker's property (unless such court orders, writs, or warrants as identified in subpoints (i) to (iv) of this paragraph are vacated or stayed or released or bonded within 60 days after their entry).

Default. If A default on any Supplement or the Indebtedness is a default on this Master Loan Agreement. A default on this Master Loan Agreement or any Supplement shall, at Lender’s option, also be a default on all Supplements and all the Indebtedness. Borrower is in default on this Master Loan Agreement, including any Supplement, under any one or more of the following events shall occur circumstances (each such event being referred to herein as individually and collectively called an “Event of Default”): (a) the non-payment of Borrower or any principal guarantor fails to pay when due any Indebtedness or interest on amount(s) owed under this Note Agreement or any other Obligation on the date when dueLoan Document; (b) Borrower or any guarantor is declared to be in default on this Agreement, any other Loan Document, or on any other loan or obligation of Borrower to Lender or in which Lender has an interest; (c) Borrower breaches any term, condition or representation in this Agreement or in any other Loan Document for this or any other loan by this or any other lender, including but not limited to any other Farm Credit lender; (d) Borrower's representation(s) to this or any other lender in connection with any loan are materially false or misleading; (e) Lender determines that Borrower is unable to repay as agreed the sums owed Lender under this Agreement, or Lender in good faith otherwise deems itself insecure; (f) Lender's reasonable determination that a material adverse change has occurred in the financial condition of Borrower or in the value of the Collateral; (g) Borrower's death, dissolution, liquidation incapacity or insolvency termination of any Obligorexistence; (ch) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the Borrower's insolvency, business failure, application for or consent to appointment of a receiver forreceiver/custodian or trustee for itself or any of its assets, the making or an assignment to an agent authorized to liquidate any substantial amount of a general assets, or an assignment for the benefit of creditors ofby, or the filing commencement of any proceeding seeking under any other relief afforded debtors bankruptcy or affecting rights of creditors generally under the laws of any jurisdiction insolvency law by or against Borrower, or any Obligorguarantor, endorser, or surety for Borrower; (e) the default by any Obligor in the payment or performance of (i) Any judgment, writ, levy, lien, attachment, notice of tax lien, tax lien, or similar process is entered or filed against Borrower, any obligation guarantor or any of Borrower's or any of guarantor's properties and is not vacated, bonded, or stayed to the satisfaction of Lender; (j) An Event of Default occurs under any guaranty given to Lender in connection with this Note Agreement, any Supplement or under the Indebtedness; or any guarantor shall purport to terminate, repudiate or contest any such guaranty; or any guarantor who is a natural person shall die; or any guarantor that is not a natural person shall be dissolved or terminated; or (k) Borrower sells, leases, conveys, alienates, or transfers, or enters into any agreement for the sale, lease, conveyance, alienation, transfer or nonuse of any water or water rights, or “Water Asset”, as such may be defined in any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement relating to the pledge of any Obligor with water or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandwater rights.

Default. If In the event that any of the following events shall occur Account Parties: (each such event being referred A) Fails to herein as an “Event of Default”): (a) the non-payment of perform any principal or interest on obligation required under this Note Agreement or any other Obligation on the date when due; agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (bB) the deathFails to make any payment or perform any other obligations under this Agreement, dissolution, liquidation or insolvency of (C) Makes any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors ofcreditors, (D) Permits or consents to the filing of any proceeding seeking any other relief afforded debtors voluntary or affecting rights of creditors generally under the laws of any jurisdiction involuntary petition in bankruptcy by or against any Obligor; one of the Account Parties, (eE) Applies for the default by appointment of a receiver of any Obligor of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Notewriting its inability to pay its debts as they mature, or (iiG) any obligation under Fails to pay when due, upon acceleration or otherwise, any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgmentobligation to Issuer, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, Issuer may at such time or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statementtime thereafter declare, warrantywithout demand or notice which are hereby expressly waived, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor liabilities hereunder to Bank shall be immediately due and payable payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notice notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or demandotherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.

Default. If 10.1 The Landlord and the Tenant hereby agree that:- (a) if the Rent hereby reserved or any part thereof payable to the Landlord or any part thereof shall be unpaid for a period of seven (7) days after any of the following events same shall occur have become due and payable in accordance with the covenants for payment herein contained (each such event being referred to herein as an “Event of Default”): (a) the non-payment of any principal although no formal or interest on this Note or any other Obligation on the date when duelegal demand shall have been made therefor); or (b) if the deathTenant commits, dissolution, liquidation permits or insolvency suffers to occur any breach or default in the due and punctual observance and performance of any Obligorof the covenants, obligations and provisions of this Agreement; or (c) if any distress or execution proceedings is levied against the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; Tenant; (d) if the application for appointment Tenant commits any act of bankruptcy or becomes a receiver forbankrupt or if the Tenant is a corporation, a winding-up petition is presented against it otherwise upon reconstruction or amalgamation; or (e) if the making of a general Tenant shall make an assignment for the benefit of creditors of, or enter into any scheme of composition or arrangement with the filing Tenant’s creditors; it shall be lawful for the Landlord at any time thereafter to serve a notice upon the Tenant and it is hereby mutually agreed that a reasonable time in which to remedy the breach if the breach is capable of remedy is fourteen (14) days and on the expiration of the period specified in the said forfeiture notice without the breach complained of having been remedied the Landlord shall forthwith be at liberty to re-enter upon the Demised Premises or any part thereof in the name of the whole and thereupon this Tenancy shall absolutely determine but without prejudice to the right of action of the Landlord in respect of any proceeding seeking any other relief afforded debtors or affecting rights antecedent breach of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any ObligorTenant’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandcovenants herein contained.

Default. If For purposes of this Note, the term “default” shall include any of the following events shall occur (each such event being referred to herein as an “Event of Default”): following: (a) The failure by Debtor to pay any amounts due under any of the non-payment of any principal or interest on this Note or any other Obligation Notes on the date when due; stated due date; (b) the death, dissolution, liquidation or insolvency of any Obligor; Debtor shall (ci) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general make an assignment for the benefit of creditors ofor petition or apply to any tribunal for the appointment of a custodian, receiver or trustee for it or a substantial part of its assets, (ii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, (iii) have had any such petition or application filed or any such proceeding commenced against it that is not dismissed within 30 days, (iv) indicate, by any act or intentional and purposeful omission, its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial part of its assets, or (v) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of 30 days or more; or (c) Debtor shall adopt a plan of liquidation or dissolution, or the filing of any proceeding seeking any other relief afforded debtors charter thereof shall expire or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trustbe revoked. Upon each such default, mortgageLender may, security agreement or any other document securing payment at its option, accelerate repayment of this Note, or (ii) any obligation in which case the principal amount outstanding under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgmentthis Note, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note interest accrued thereon and all other obligations amounts owing hereunder shall be due and liabilitiespayable immediately; provided, direct or contingentthat if there shall occur an Event of Default described in subparagraph (b), the entire unpaid balance of any Obligor to Bank principal with interest accrued thereon and all other sums due under this Note shall be immediately due and payable without notice or demandany action by Lender.

Default. If 3.1 The Borrower shall be deemed to have committed an act of default if the Borrower does not comply with his/her obligations as mentioned in this Agreement and also on the happening of any one or more of the following events, (each an ‘Event of Default’ and collectively ‘Events of Default’): (a) The Borrower fails to pay any Monthly Instalments or the Outstanding Dues under this Agreement on or before the Due Date or commits breach of any of the following events terms, covenants or conditions contained in this Agreement; (b) it is found that the Borrower commits a default of any of the terms and conditions in respect of any other loan or facility provided by the Lender and/or any Affiliates of the Lender; (c) there exists any circumstances which in the opinion of the Lender prejudicially affects or may affect the Lender’s interest or the Borrower’s ability to repay the Loan; (d) demise of the Borrower or if the Borrower compounds with his/her creditors or permits any attachment or sequestrations or other processes against any of his/her assets or properties; (e) The death, failure in business, insolvency or bankruptcy of the Borrower or any Guarantor and resulting in cases where any reference is made/referred against the Borrower, under the Insolvency and Bankruptcy Code 2016 as amended from time to time and any proceedings thereunder; (f) if any proceedings are pending or threatened against the Borrower by any government agency or authority for any misconduct or breach/violation of any law or regulations or code of conduct, etc.; and (g) There exists any other circumstance, which in the opinion of the Lender is prejudicial to the interest of the Lender. 3.2 The Borrower hereby agrees that the occurrence of any Event of Default as mentioned above shall occur (each also be treated as an event of default under any other loan being availed by the Borrower from the Lender, and the Lender is hereby authorised by the Borrower to retain and to continue to hold and/or set off, realise and/or sell any assets of the Borrower, if held by the Lender as a security and/or otherwise and adjust the proceeds thereof towards repayment of the Loan including any Interest on the Loan and other charges due and payable by the Borrower to the Lender. 3.3 Upon the occurrence of the Event of Default and at any time thereafter, if any such event being referred to herein as an “Event of Default”): shall be continuing, the Lender may (a) accelerate the non-payment repayment of the Loan including the Outstanding Dues (b) place the Loan on demand or declare all the Outstanding Dues payable by the Borrower in respect of the Loan to be due and payable immediately; (c) recover the charges for dishonour of the Repayment Modes, Penal Interest and any other penal charges from the Borrower as mentioned in Schedule II; (d) revise the applicable Interest Rate (e) terminate this Agreement; (f) exercise such other rights and remedies as may be available to the Lender under law during the pendency of the Loan including without limitation under Section 138 of the Negotiable Instruments Act, 1881 and under Section 25 (1) of Payment of Settlement System Act, 2007; and/or (g) stipulate such other condition(s) or take such other action(s) as the Lender deems fit. 3.4 Upon the occurrence and continuation of Default, the Lender and/or any of the Lender’s Group companies are authorised at any time, without presentment, demand, protest or other notice of any principal kind to the Borrower or interest on this Note to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all monies lying or deposited or held by the Lender and/or any the Lender’s Group companies. The Borrower agrees, declares and confirms that, notwithstanding any of the provisions of the Indian Contract Act, 1872 or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligorapplicable Indian law, or any material discrepancy terms and conditions to the contrary contained in this Agreement, the Lender and/or any of the Lender’s Group companies may, at their absolute discretion, appropriate any payments made by the Borrower under this Agreement or any amounts realised by the Lender by enforcement of Security or otherwise, towards the dues payable by the Borrower to the Lender under this Agreement and/or other agreements entered into between the financial statements submitted by any Obligor Borrower and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue Lender and in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandmanner whatsoever.

Default. If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) In the non-payment event that Dow Corning fails to pay in full when due an Actual Expenditures Notice (hereinafter a "Payment Default"), interest shall accrue on the unpaid portion of any principal the Actual Expenditures Notice at the prime rate of interest announced by or interest on this Note or any other Obligation published by the Wall Street Journal on the date when such Payment Default occurs plus 1½% per annum, which shall be adjusted monthly to the rate then in effect (the "Default Rate") compounded annually until payment is made. In the event a Payment Default occurs and the Claims Administrator or the Claimants’ Advisory Committee believes the Default Rate is inadequate, the Claims Administrator and/or the Claimants’ Advisory Committee may seek the imposition of a higher rate from the Court after notice to all Parties and the opportunity for hearing. Interest paid pursuant to this subsection (a) shall not be included in calculating the payment of the net present value of $2,350,000,000 under this Agreement or applied as an amount paid to the Settlement Facility toward any Annual Payment Ceiling. (b) In the event of two or more Payment Defaults and/or a breach of any covenant in this Agreement, the Claims Administrator and the Claimants’ Advisory Committee shall have the right to pursue any and all remedies from the Court after notice to all other Parties and the opportunity for hearing. The Court may impose such remedies as it determines to be necessary and appropriate (i) to fully protect the rights of the Settlement Facility to be paid the full amount due under this Agreement promptly when those amounts become due; (bii) to remedy a breach of the death, dissolution, liquidation obligations to fund this Agreement and to deter or insolvency protect against any future defaults; and (iii) to preserve and maintain the rights of any Obligor; the Settlement Facility vis a vis other creditors of Dow Corning. Dow Corning shall be entitled to oppose the imposition of remedies. (c) The Claims Administrator, with the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgmentthe Claimants’ Advisory Committee, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) may waive any default by hereunder. Upon any Obligor in the payment or performance of any material liabilitiessuch waiver, indebtedness or obligations such default shall cease to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandexist.

Default. If Whenever a Default shall be existing, the Administrative Agent may exercise from time to time any of the following events shall occur (each such event being referred and all rights and remedies available to herein as an “Event of Default”): it under applicable law, in addition to those described in this section below. (a) Each Grantor agrees, in case of Default, (i) at the non-payment Administrative Agent’s request, to assemble, at its expense, all its Inventory and other Goods (other than Fixtures) at a convenient place or places acceptable to the Administrative Agent, and (ii) at the Administrative Agent’s request, to execute all such documents and do all such other things which may be necessary or desirable in order to enable the Administrative Agent or its nominee to be registered as owner of the Intellectual Property with any principal or interest on this Note or any other Obligation on the date when due; competent registration authority. (b) Notice of the deathintended disposition of the Collateral may be given by first-class mail, dissolutionhand-delivery (through a delivery service or otherwise), liquidation facsimile or insolvency E-mail, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon the electronic submission through telephonic or Internet services, as applicable. Each Grantor hereby agrees and acknowledges that (i) with respect to collateral that is: (A) perishable or threatens to decline speedily in value, or (B) is of a type customarily sold on a recognized market (including but not limited to, Investment Property), no notice of disposition need be given; and (ii) with respect to Collateral not described in clause (i) above, notification sent after the occurrence of and during the continuance of a Default and ten days before any Obligor; proposed disposition provides notice within a reasonable time before disposition. (c) the filing Each Grantor hereby agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Computer Hardware and Software, or Intellectual Property may be by lease or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors license of, or in addition to the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of sale of, such Collateral. Each Grantor further agrees and acknowledges that a disposition: (i) made in the usual manner on any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Noterecognized market, or (ii) a disposition at the price current in any obligation under any other note recognized market at the time of disposition, or under any other agreement (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition; shall be deemed commercially reasonable. (d) Any cash proceeds of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets disposition by the Administrative Agent of any Obligor; (g) of the Collateral shall be applied by the Administrative Agent to payment of expenses in connection with the Collateral, including reasonable attorneys’ fees and legal expenses, and thereafter to the payment of any material adverse change and all of the Liabilities in the financial condition order of application set forth in Section 8.03 of the Credit Agreement, and thereafter any Obligor, surplus will be paid promptly to the Grantor. The Administrative Agent need not apply or any material discrepancy between the financial statements submitted by any Obligor pay over for application noncash proceeds of collection and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; enforcement unless: (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor failure to do so; then, at so would be commercially unreasonable and (ii) the option of Bank, affected Grantor has provided the full amount of this Note and all other obligations and liabilities, direct Administrative Agent with a written demand to apply or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandpay over such noncash proceeds on such basis.

Default. If any (a) Each of the following events shall occur (each such event being referred to herein as constitute an “Event of Default”): ” hereunder: (ai) failure by the non-payment of Borrower to perform any principal or interest on material obligations under this Agreement, the Note or any other Obligation on agreement between the date when dueBorrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (bii) the death, dissolution, liquidation commencement of any bankruptcy or insolvency of any Obligor; (c) the filing proceedings by or against any Obligor of a proceeding under the U.S. Bankruptcy CodeBorrower; (diii) the application for appointment of a receiver formaterial falsity in any certificate, the making of a general assignment for the benefit of creditors ofstatement, representation, warranty or the filing of audit at any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction time furnished by or against on behalf of the Borrower or any Obligor; (e) the default by any Obligor in the payment endorser or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement guarantor or any other document securing party liable for payment of this Noteall or part of the Secured Obligations, or (ii) any obligation under any other note or under any other agreement of any Obligor with pursuant to or in favor of Bank; (f) connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any judgment, garnishment, seizure, tax lien omission to disclose any substantial contingent or levy against any assets of any Obligor; (g) liquidated liabilities or any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted facts disclosed by any Obligor and the actual financial condition of any Obligor; (h) any certificate, statement, warrantyrepresentation, warranty or representation made by any Obligor audit furnished to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of BankLender; or (kiv) any discontinuance attachment or termination levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any guaranty Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any portion part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this Note sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any Obligor nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any attempt by other method common in the securities industry, and (b) if the purchaser is the Lender or any Obligor to do so; then, at affiliate of the option of BankLender, the full amount sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of this Note and all other obligations and liabilities, direct or contingent, the Borrower’s liability for repayment of any Obligor to Bank of the Secured Obligations, shall be immediately due liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and payable without notice or demandremedies with respect to the Secured Obligations.

Default. If any of the The following events shall occur (each such event being referred to herein as be considered an “"Event of Default”): ": (ai) the nonMerchant becomes subject to any voluntary or involuntary bankruptcy, insolvency, winding-payment of any principal up, reorganization or interest on this Note or any other Obligation on the date when due; (b) the deathliquidation proceeding, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver foris appointed for Merchant, the making of a general or Merchant makes an assignment for the benefit of creditors ofcreditors, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligoradmits its inability to pay its debts as they become due; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or or (ii) any obligation under any other note Merchant fails to pay or under any other agreement reimburse the fees, expenses or charges referenced herein when they become due; or (iii) Merchant is in default of any Obligor with terms or conditions of this Agreement whether by reason of its own action or inaction or that of another; or (iv) Processor reasonably believes that there has been a material deterioration in favor of BankMerchant's financial condition; or (fv) any judgmentstandby letter of credit, garnishmentif and as may be required pursuant to Section 20, seizurewill be cancelled, tax lien will not be renewed, or levy against any assets is not in full force and effect; or (vi) Merchant ceases to do business as a going concern, or there is a change in ownership of Merchant which changes the identity of any Obligorperson or entity having, directly or indirectly, more than 30% of either the legal or beneficial ownership of Merchant; or (gvii) Merchant revokes the Pre-Authorized Debit Agreement. Where this Agreement is terminated, including pursuant to this Section 13, ▇▇▇▇▇▇▇▇ will remain responsible for paying any amounts owed to Processor under this Agreement and the terms of this Agreement will remain in effect for any transactions submitted to Processor through the termination date. Without limiting the generality of the foregoing, Processor’s right to debit the Account will survive termination until such time as all credits and debits permitted by this Agreement and the PAD Agreement have been made. Upon the occurrence of an Event of Default, Processor may at any time thereafter terminate this Agreement by giving Merchant written notice thereof. However, except in instances where immediate termination is required by any Association or if Member Bank and/or Processor reasonably believe that the Event of Default poses material adverse change risk to either of them or involves a violation of applicable law, Merchant will have 30 days following Processor’s notice to cure an Event of Default under Section (ii), (iii), (iv) or (v) prior to termination under this section. Termination of Merchant for any reason shall not relieve Merchant from any liability or obligation to Processor. If, prior to the date on which the then current term of this Agreement is scheduled to expire, either this Agreement is terminated by Processor as specifically permitted by this Agreement (except for a termination for convenience by Processor as set forth in the financial condition of any ObligorSection 9.B herein), or Merchant for any material discrepancy between reason discontinues receiving the financial statements submitted Services from Processor (except as may be specifically permitted by any Obligor this Agreement but excluding a termination for convenience by Merchant as set forth in Section 9.B herein), Merchant shall be liable to Processor for liquidated damages in an amount equal to the average monthly revenue (which does not include interchange and other Association fees) payable to Processor as a result of this Agreement for the three calendar months in which such revenue was the highest during the preceding 12 calendar months, or such shorter period if this Agreement has not been in effect for 12 months, multiplied by the number of months remaining during the then current term of this Agreement. ▇▇▇▇▇▇▇▇ recognizes and agrees that the liquidated damages are fair and reasonable because it is not possible to establish the actual financial condition increase in volume and activity by Merchant during the term of this Agreement. Merchant shall also reimburse Processor for any Obligor; (h) damage, loss or expense incurred by Processor as a result of a breach by Merchant, including any statement, warranty, or representation made by any Obligor to Bank proves to be untrue damages set forth in any material respect; (i) any default addendum and/or schedule and/or exhibit hereto and including all past due, unpaid and/or future invoices for services rendered by any Obligor Processor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of connection with this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank Agreement. All such amounts shall be immediately due and payable without notice or by Merchant upon demand. Processor shall also have the option to require Merchant to reacquire all outstanding sales transactions acquired by Processor hereunder. In addition to, and not in limitation of the foregoing, Processor may refuse to provide the Services in the event it has not been paid for the Services as provided herein.

Default. If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) Upon breach by the non-payment Developer of any principal covenant, term, condition or interest on requirement of this Note Agreement, or any other Obligation on upon the date when due; (b) the death, dissolution, liquidation Developer becoming insolvent or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general an assignment for the benefit of creditors ofcreditors, or the filing Town, at its option, may declare that the Developer is in default. (b) Notice of any proceeding seeking any other relief afforded debtors or affecting rights such default ("Notice of creditors generally under Default") shall be given by the laws of any jurisdiction by or against any Obligor; (e) Town and if the Developer does not remedy such default by any Obligor within such time as provided in the payment notice, the Town may declare that the Developer is in final default under this Agreement and shall then forthwith give notice of final default ("Notice of Final Default") thereof to the Developer. (c) Upon Notice of Default having been given, the Town may require all work by the Developer, their servants, agents, independent contractors and sub-contractors to cease (other than any work necessary to remedy such default) until such default has been remedied and in the event of final default, may require all work as aforesaid to cease. (d) Upon Notice of Final Default having been given to the Developer, the Town may, at its option, adopt or performance pursue any or all of the following remedies, but shall not be bound to do so: (i) Enter upon the Lands shown on the Plan by its servants, agents and contractors and complete any obligation under this Note work, services repairs or under maintenance wholly or in part required herein to be done by the Developer and collect the cost thereof from the Developer and/or enforce any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or available to it; (ii) Make any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation payment which out to have been made by the Developer and upon demand collect the amount thereof from the Developer and/or enforce any Obligor security available to Bank proves it; (iii) Retain any sum of money heretofore paid by the Developer to be untrue the Town for any purpose and apply the same in any material respect; (i) any default by any Obligor in the payment or part payment for any work which the Town may undertake; (iv) Assume any work or services at its option, whether the same are completed or not, and thereafter the Developer shall have no claim or title hereto or remuneration therefor; (v) Bring action to compel specific performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion part of this Note Agreement or for damages; (vi) Add any costs incurred by the Town to the tax collector's roll for the Lands and collect such costs by action or in like manner as municipal real property taxes; or (vii) Exercise any Obligor or any attempt by any Obligor other remedy granted to do so; then, at the option of Bank, Town under the full amount terms of this Note and all other obligations and liabilities, direct Agreement or contingent, of any Obligor available to Bank shall be immediately due and payable without notice or demandthe Town in law.

Default. If any (a) Each of the following events shall occur (each such event being referred to herein as constitute an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of ” hereunder: (i) any obligation the occurrence of an Event of Default under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or the Loan Agreement; (ii) failure by any obligation Pledgor to perform any material obligations under any other note this Agreement or under any other agreement of for borrowed money between any Obligor with Pledgor and the Bank or by any Pledgor in favor of the Bank, time being of the essence (subject, however, to any applicable notice and cure periods); (iii) failure by any Pledgor to perform any material obligations under any Guaranty (as defined in the Loan Agreement), executed by any Pledgor in favor of the Bank; (fiv) any judgment, garnishment, seizure, tax lien or levy against any assets the commencement of any Obligorbankruptcy or insolvency proceedings by or against the Borrower or any Pledgor; (gv) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Pledgor or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted facts disclosed by any Obligor and the actual financial condition of any Obligor; (h) any certificate, statement, warrantyrepresentation, warranty or representation made by any Obligor audit furnished to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (kvi) any discontinuance attachment or termination levy against the Collateral or any other occurrence that inhibits the Bank’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Bank may exercise such remedies and rights as are available hereunder, under the Loan Agreement, the Guaranties (as defined in the Loan Agreement) or otherwise (including without limitation, acceleration of the Secured Obligations or any part thereof). This paragraph is not intended to affect or impair any rights of the Bank with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any guaranty Event of Default, the Bank’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Bank shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between each Pledgor and the Bank. If requested by the Bank after the occurrence of an Event of Default, the Pledgors will assemble all Documents, Instruments, Chattel Paper and any other records relating to the Collateral and make it available to the Bank at a place to be designated by the Bank. (d) The Pledgors agree that any notice by the Bank of the sale or disposition of the Collateral or any portion other intended action hereunder, whether required by the UCC or otherwise, shall constitute reasonable notice to the Pledgors if the notice is mailed by regular or certified mail, postage prepaid, at least five days before the action to each Pledgor’s address as specified in this Agreement or to any other address that any Pledgor has specified in writing to the Bank as the address to which notices shall be given to such Pledgor. (e) The Pledgors shall pay all costs and expenses incurred by the Bank in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, appeal or otherwise and, to the extent of this Note by each Pledgor’s liability for repayment of any Obligor of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Bank to proceed against the Collateral or any attempt by any Obligor part thereof before or as a condition to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, pursuit of any Obligor of its other rights and remedies with respect to Bank shall be immediately due and payable without notice or demandthe Secured Obligations.

Default. If In addition to the remedies otherwise set forth in the Agreement, upon (a) the failure of Seller to perform any obligation in the Agreement (including any breach of a warranty) where Seller fails to either commence correction within two (2) business days after receipt of written notice thereof or complete such correction within the time period directed by ▇▇▇▇▇ or (b) the occurrence of a Bankruptcy Event (defined below), then Buyer, in its sole discretion and without prior notice to Seller, may do any one or more of the following: (i) suspend performance under the Order or any other agreement between Buyer and Seller; and/or (ii) terminate the Order, or any part of it, or any other agreement between Buyer and Seller, whereby any and all obligations of Seller including payments or deliveries due, will, at the option of Buyer, become immediately due and payable or deliverable, as applicable; and/or (iii) take possession, by whatever reasonable means and at whatever location and time, of all materials, tools and equipment used in performance of the Order and (x) in the case of Services, finish the work or (y) in the case of Goods, acquire equivalent goods by whatever method it may deem expedient, and in such cases, Seller will not be entitled to payment, if any, until all of the Goods are delivered to Buyer or Services are performed, all in accordance with the Order. The foregoing specific rights, which will specifically include specific performance, will be cumulative and alternative and in addition to any other rights or remedies to which Buyer may be entitled at law or in equity. In addition, ▇▇▇▇▇ will be entitled to recover from Seller all court costs, attorneys' fees and expenses incurred by Buyer in connection with Seller’s default. “Bankruptcy Event” means the occurrence of any of the following events shall occur with respect to Seller or its affiliates: (each such event being referred to herein as an “Event A) filing of Default”): (a) a petition or otherwise commencing, authorizing or acquiescing in the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor commencement of a proceeding or cause of action under the U.S. Bankruptcy Codeany bankruptcy, insolvency, reorganization or similar law; (dB) the application for appointment of a receiver for, the making of a an assignment or any general assignment arrangement for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligorcreditors; (eC) the default by any Obligor in the payment having a bankruptcy petition filed against it and such petition is not withdrawn or performance of dismissed within thirty (i30) any obligation under this Note days after such filing; (D) otherwise becoming bankrupt or under any deed of trustinsolvent (however evidenced); (E) having a liquidator, mortgageadministrator, security agreement custodian, receiver, trustee, conservator or similar official appointed with respect to it or any other document securing payment substantial portion of this Note, its property or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bankassets; or (kF) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor being generally unable to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandpay its debts as they fall due.

Default. If a. Company’s failure to substantially comply with any provisions of this Agreement shall be deemed a breach by the Lead States, together with any determination by a Lead State that the Company has made a misrepresentation in this Agreement or in the conduct of the following events Examination, shall occur constitute a breach of this Agreement, a violation of an order of the Settling Jurisdictions, and a violation of the Company’s agreement with the Settling Jurisdictions and shall subject the Company to such administrative and enforcement actions and penalties as each Settling Jurisdiction deems appropriate, consistent with each Settling Jurisdiction’s respective Insurance Laws. b. If a Settling Jurisdiction believes that the Company has breached a provision of this Agreement or that the Company has made a misrepresentation in this Agreement or during the conduct of the Examination, such Settling Jurisdiction shall provide written notice of the alleged breach to the Company and the Managing Lead States that the breach has occurred. The Company shall have the opportunity, within twenty-one (21) calendar days of receipt of such notice to present evidence in writing and through appearance before the complaining jurisdiction’s regulator in an attempt to rebut the allegations(s) or to seek an extension and to present a proposed action plan to address the alleged breach. A Settling Jurisdiction shall not pursue any enforcement action as set forth in this Section 7.a. against the Company until the twenty-one (21) calendar day response period described above has expired. If the Lead States accept the Company’s method and/or action plan to correct the identified deficiencies, the Lead States will define the time by which the Company must fulfill its corrective obligations. At its discretion, the Lead States may reject in writing the Company’s proposed action plan and proceed with the original administrative and enforcement actions and penalties as each such event being referred to herein as an “Event of Default”): (a) Settling Jurisdiction deems appropriate. c. Any agreement on the non-payment part of any principal Party hereto, to any extension or interest on this Note waiver shall be valid only if in writing signed by the Party granting such waiver or extension and, unless expressly provided otherwise, shall be a one-time waiver or extension only, and any such waiver or extension or any other Obligation failure to insist on the date when due; (b) the death, dissolution, liquidation strict compliance with any duty or insolvency of any Obligor; (c) the filing by obligation herein shall not operate as a waiver or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors extension of, or the filing of estoppel with respect to, any proceeding seeking any continuing, subsequent or other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under failure to comply with this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandAgreement.

Default. If (a) The Bankruptcy of a Consenting Stockholder or its Parent (or any Subsidiary of such Parent through which such Parent beneficially owns its interest in such Consenting Stockholder) prior to consummation of the following events Company's initial Public Offering with respect to any Consenting Stockholder shall occur (each such event being referred to herein as constitute an “"Event of Default”): " by such Consenting Stockholder (athe "Defaulting Holder") the non-payment of any principal or interest on under this Note or any other Obligation on the date when due; Agreement. (b) Upon the death, dissolution, liquidation or insolvency occurrence of any Obligor; (c) the filing by or against Event of Default with respect to any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver forDefaulting Holder, the making other Consenting Stockholder Group, provided it includes no Defaulting Holders (the "Nondefaulting Holder"), shall have the right exercisable by written notice given to the Defaulting Holder at any time after and during the continuance of a general assignment for such Event of Default, to cause the benefit purchase of creditors ofthe entire ownership interest (including debt and equity) of such Defaulting Holder in the Company. Such remedy shall, with respect to an Event of Default referred to in Section 7.09(a), be in addition to all other rights or remedies available to the filing of any proceeding seeking Nondefaulting Holder, to any other relief afforded debtors party hereunder or affecting rights of creditors generally under to the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation Company under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note Agreement or under any other agreement Operative Document or otherwise, and all such remedies shall be cumulative and no such remedy shall be to the exclusion of any Obligor with other remedy. (c) In the event written notice (a "Buy-Out Notice") of election to cause the purchase of the ownership interest of any Defaulting Holder (the "Purchased Interest") is given by the Nondefaulting Holder pursuant to Section 7.09(b), then the Purchased Interest will be purchased by the Nondefaulting Holder (the "Buyer"). (d) The price (the "Buy-Out Price") to be paid by the Buyer for the Purchased Interest will be determined as follows: The Buyer and the Defaulting Holder will mutually select a nationally recognized investment banking firm (an "Investment Banking Firm") to act as the "Arbiter" under this Section 7.09(d). If the Buyer and the Defaulting Holder have not selected an Investment Banking Firm by 5:00 p.m. New York City time on the fifth Business Day after the date of the Buy-Out Notice, then the Buyer and the Defaulting Holder will each select an Investment Banking Firm at its own expense, and the two Investment Banking Firms will mutually select a third Investment Banking Firm to act as the Arbiter; provided, however, that, if by 5:00 p.m. New York City time on the tenth -------- ------- Business Day after the date of the Buy-Out Notice, either the Buyer or the Defaulting Holder has selected such an Investment Banking Firm while the other has not, then the Investment Banking Firm so selected will act as the Arbiter. Once the Arbiter has been selected, the Buyer and the Defaulting Holder will each submit to the Arbiter, within thirty days of such selection, a price for the Purchased Interest. The Arbiter shall pick as the Buy-Out Price under this Section 7.09(d) either the price submitted by the Buyer or the price submitted by the Defaulting Holder, whichever price is, in the judgment of the Arbiter, closer to the price that an unaffiliated third party willing and able to buy would be willing to pay, and which a willing and able seller would be willing to accept, for the Purchased Interest. Such determination of the Buy-Out Price by the Arbiter will be final and binding on the Buyer and the Defaulting Holder. The Buyer and the Defaulting Holder will each pay one-half of the fees and expenses of the Arbiter. All other costs and expenses of such determination will be borne by the party incurring such cost or expense. (e) The closing of any purchase of a Purchased Interest shall take place at the principal executive offices of the Company at 10:00 a.m. local time on a Business Day selected by the Buyer, which closing date shall be as promptly as practicable, and in any event within sixty days following the determination of the Buy-Out Price, subject to extension for a maximum of one hundred eighty additional days to the extent required to obtain all necessary Governmental and Private Approvals. The closing shall be subject to the conditions applicable to the transfer of Offered Shares as contemplated by Section 7.05(a). At such closing, the Defaulting Holder shall Transfer to the Buyer the Purchased Interest, free and clear of all Liens (other than Permitted Liens), and shall execute such documents as may be necessary to effectuate the sale. Unless otherwise agreed by the Buyer and the Defaulting Holder, the Buy-Out Price shall be payable by wire transfer of same day funds or by certified or cashier's check drawn to the order of the Defaulting Holder, as specified by the Defaulting Holder. (f) In lieu of giving a Buy-Out Notice pursuant to Section 7.09(b), the Nondefaulting Holder may elect, by written notice given to the Defaulting Holder at any time during the continuance of such Event of Default to cause the Company to be dissolved and its assets liquidated. If such election is made by the Nondefaulting Holder, the Defaulting Holder shall vote its shares of Company Common Stock in favor of Bank; (f) any judgmentdissolution of the Company. Such remedy shall, garnishmentwith respect to an Event of Default referred to in Section 7.09(a)(i), seizurebe in addition to all other rights or remedies available to the Nondefaulting Holder, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) party hereunder or to the Company under this Agreement or under any mergerother Operative Document or otherwise, consolidation or change in any Obligor’s type or form of organizational structure without and all such remedies shall be cumulative and no such remedy shall be to the prior written consent of Bank; or (k) any discontinuance or termination exclusion of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandremedy.

Default. If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demand. Initial /s/ CH 2 REMEDIES: Bank shall have the remedies of a secured party under the Louisiana Uniform Commercial Code. In addition to any and all other remedies which may be available to it, all of which shall be cumulative and may be pursued singly, successively or together against any Obligor and/or any security given at any time to secure the payment hereof, all at the sole discretion of Bank. Failure on the part of Bank to exercise any right described herein or in such other documents shall not constitute a waiver of such right or preclude Bank’s subsequent exercise thereof. If any notice of sale or other intended disposition of the collateral is required by law to be given, Borrower hereby agrees that a notice sent in compliance with applicable law or if applicable law does not define the required notice period then at least ten (10) days prior to such action shall constitute reasonable notice to Borrower. If the proceeds of any collateral securing this Note disposed of by Bank are insufficient to pay this Note in full, Obligor shall remain fully obligated for any deficiency. For purposes of executory process, Obligor hereby acknowledges the debt created by this Note, confesses judgment in favor of Bank for the full amount of the debt evidenced by this Note, and consents to enforcement by executory process. To the extent permitted by law, Obligor hereby expressly waives (a) the benefit of appraisement provided for in Art. 2723 of the Louisiana Code of Civil Procedure and (b) all other rights to notices, demands, appraisements and delays provided by the Louisiana Code of Civil Procedure or any other applicable laws.

Default. If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; thenDefault shall occur, at the option election of Bankthe Lender, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank Obligations shall be become immediately due and payable without notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not an Event of Default has occurred. The Lender is hereby authorized, at its election, after an Event of Default or after Demand, without any further demand or notice except to such extent as notice may be required by applicable law, to take possession and/or sell or otherwise dispose of all or any of the Collateral at public or private sale; and the Lender may also exercise any and all other rights and remedies of a secured party under the Code or which are otherwise accorded to it by applicable law, all as the Lender may determine. If notice of a sale or other action by the Lender is required by applicable law, unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, each Borrower agrees that five (5) days' written notice to such Borrower, or the shortest period of written notice permitted by such law, whichever is larger, shall be sufficient notice; and that to the extent permitted by law, the Lender, its officers, attorneys and agents may bid and become purchasers at any such sale, if public, and may purchase at any private sale any of the Collateral that is of a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations. Any sale (public or private) shall be free from any right of redemption, which each Borrower hereby waives and releases. No purchaser at any sale (public or private) shall be responsible for the application of the purchase money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Borrowers to the Lender shall be returned to the Borrowers or to such other party as may be legally entitled thereto; and if there is a deficiency, the Borrowers shall be responsible for the same, with interest. Upon demand by the Lender, each Borrower shall assemble the Collateral and make it available to the Lender at a place designated by the Lender which is reasonably convenient to the Lender and such Borrower. Each Borrower hereby acknowledges that the Lender has extended credit and other financial accommodations to such Borrower upon reliance of such Borrower's granting the Lender the rights and remedies contained in this Agreement including without limitation the right to take immediate possession of the Collateral upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND and each Borrower hereby acknowledges that the Lender is entitled to equitable and injunctive relief to enforce any of its rights and remedies hereunder or under the Code and each Borrower hereby waives any defense to such equitable or injunctive relief based upon any allegation of the absence of irreparable harm to the Lender.

Default. If (a) In the event that the Pledgor fails to pay to the Pledgee any Obligation when due or there shall otherwise occur an Event of Default (as defined in the Note) ("Default"), the Pledgee shall have all of the rights and remedies afforded to secured parties with respect to the Collateral as set forth in the Code as well as all other rights and remedies granted in the Note and this Agreement. Without limiting the generality of the foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the following events shall occur (each foregoing), in one or more parcels at public or private sale or sales, upon such event being referred to herein terms and conditions and at such prices as an “Event of Default”): (a) the non-payment it may deem advisable, for cash or on credit or for future delivery without assumption of any principal credit risk. The Pledgee shall have the right upon any such public sale or interest on this Note sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any other Obligation on part of the date when due; (b) Collateral so sold. The Pledgee shall apply any proceeds from time to time held by it and the death, dissolution, liquidation or insolvency net proceeds of any Obligor; such sale or other disposition, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to the satisfaction in whole or in part of the Obligations, in such order as the Pledgee may elect and only after such application and after the payment by the Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-504 (c1)(c) of the filing Code, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or against agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any Obligor delay in doing so. If any notice of a proceeding under proposed sale or other disposition of the U.S. Bankruptcy Code; Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (d10) the application for appointment days before such sale or other disposition. In any event, notice of a receiver for, proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the making of Pledgor and ▇▇▇▇▇ ▇▇▇▇. The Pledgor recognizes that the Pledgee may be unable to effect a general assignment for the benefit of creditors of, or the filing public sale of any proceeding seeking any other relief afforded debtors or affecting rights all the Collateral by reason of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor certain restrictions contained in the payment Securities Act of 1933, as amended, and applicable state securities laws or performance otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of (i) purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any obligation such private sale may result in prices and other terms less favorable than if such sale were a public sale and agrees that any such private sale under this Note such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to use his best efforts to do or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves cause to be untrue in any material respect; (i) any default by any Obligor in the payment done all such other acts as may be necessary to make such sale or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty sales of all or any portion of the Collateral pursuant to this Note by section valid and binding and in compliance with any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct applicable requirements of law. (b) The rights of the Pledgee hereunder shall not be conditioned or contingent, contingent upon the pursuit by the Pledgee of any Obligor to Bank right or remedy against the Pledgor, any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Pledgee nor any of its affiliates or representatives shall be immediately due and payable without notice liable for any failure to demand, collect or demandrealize upon all or any part of the Collateral or for any delay in doing so, nor shall the Pledgee be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Default. If (a) Subject to the rights of CoBank under the CoBank Security Documents, upon the occurrence of a Default, National Beef may redeem from Pledgor or sell so much of the Collateral as necessary to satisfy the Obligations (including, without limitation, any amounts necessary to satisfy Pledgor’s obligations under the CoBank Loan Documents), providing any such redemption or sale shall be after an appraisal of Fair Value of the Collateral as determined pursuant to Exhibit I hereto and the redemption or sale shall not be at a price less than the Fair Value. No rights and remedies of National Beef expressed hereunder are intended to be exclusive of any other right or remedy under the Cattle Agreement, but every such right or remedy shall be cumulative and shall be in addition to all other rights and remedies herein conferred, or conferred upon National Beef under the Cattle Agreement or now or hereafter existing at law or in equity or by statute. No delay on the part of National Beef in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by National Beef of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action of National Beef permitted hereunder shall impair or affect the rights of National Beef in and to the Collateral. (i) The Pledgor agrees that, in any sale of any of the following events Collateral when a Default shall occur (each such event being referred have occurred and be continuing, subject to herein as an “Event the rights of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding CoBank under the U.S. Bankruptcy Code; CoBank Security Documents, National Beef is authorized to comply with any limitation or restriction in connection with such sale as is necessary in order to avoid any violation of applicable law or the Operating Agreements (d) including, without limitation, compliance with such procedures as may restrict the application number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for appointment their own account for investment and not with a view to the distribution or resale of a receiver for, the making of a general assignment for the benefit of creditors ofsuch Collateral), or in order to obtain any required approval of the filing sale or of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default purchaser by any Obligor governmental regulatory authority or official, and Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall National Beef be liable nor accountable to Pledgor for any reasonable discount allowed by the payment reason of the fact that such Collateral is sold in compliance with any such limitation or performance of (i) any obligation under this Note or under any deed of trustrestriction, mortgage, security agreement or any other document securing payment of this Note, or providing the sale price is at least Fair Value. (ii) any obligation under any other note Pledgor further agrees, after a Default shall have occurred and be continuing, and upon written request from National Beef, to (A) deliver to National Beef such information concerning Pledgor or under any other agreement of any Obligor the Collateral as National Beef shall reasonably request in connection with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty sale of all or any portion of this Note by the Collateral, which information shall not contain any Obligor untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such information not misleading, and (B) do or cause to be done all such other acts and things as may be necessary to make such sale of all or any attempt by portion of such Collateral valid and binding and in compliance with any Obligor and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental agencies or instrumentalities, domestic or foreign, having jurisdiction over any such sale. Without limiting the foregoing paragraph, if National Beef decides to do so; thenexercise its right to sell all or any of the Collateral, at upon written request, Pledgor shall furnish or cause to be furnished to National Beef all such information as National Beef may request in order to qualify the option Collateral as exempt securities, or the sale of Banksuch Collateral as exempt transactions, under federal and state securities laws. Nothing herein shall be construed to be Pledgor’s consent to, or any obligation to undertake, a public offering of any pledged securities. (c) For the full amount purpose of carrying out the terms of this Note Agreement, Pledgor appoints National Beef, or any other person whom National Beef may designate, as attorney in fact, effective from the occurrence and during the continuance of any Default hereunder, with power to take any and all actions and to execute any and all documents and instruments that may, in the judgment of National Beef, be necessary or desirable to accomplish the purposes of this Agreement, including but not limited to (i) the power to pay off all obligations of Pledgor under the CoBank Loan Documents and terminate the CoBank Loan Documents, and (ii) do any and all things necessary to carry out the purposes of this Agreement. Pledgor ratifies and approves all acts of such attorney. Neither National Beef nor any other obligations and liabilitiesperson or entity designated by it as attorney hereunder will be liable for any act or omission nor for any error of judgment or mistake of facts or law. This power, direct or contingentbeing coupled with an interest, of any Obligor to Bank shall be immediately due and payable without notice or demandis irrevocable until this Agreement is terminated as herein provided.

Default. If 9. The Assignor shall be in default under this General Security Agreement upon the occurrence of any one of the following events shall occur (each such event being referred to herein as an “Event of Default”): events: (a) the non-payment nonpayment by the Assignor, when due, whether by acceleration or otherwise, of any principal or interest on this Note or any other Obligation on of the date when due; Indebtedness; (b) the deathdeath or a declaration of incompetency by a court of competent jurisdiction with respect to the Assignor, dissolution, liquidation or insolvency of any Obligor; if an individual; (c) the filing by failure of the Assignor to observe or against perform any Obligor of a proceeding under covenant, undertaking or agreement heretofore or hereafter given to the U.S. Bankruptcy Code; Lender, whether contained herein or not; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, an execution or the filing of any proceeding seeking any other relief afforded debtors process of the Court becomes enforceable against the Assignor or affecting rights a distress or an analogous process is levied upon the property of creditors generally under the laws of Assignor or any jurisdiction by or against any Obligor; part thereof; (e) the default Assignor becomes insolvent, commits an act of bankruptcy, makes an assignment in bankruptcy or a bulk sale of its as- sets, any proceeding for relief as a Assignor or liquidation, re-assignment or winding-up is commenced with respect to the Assignor or an application for a bankruptcy order is filed or presented against the Assignor and is not bona fide opposed by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; Assignor; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; the Assignor ceases to carry on business; (g) any material adverse change representation or warranty of the Assignor contained herein or in the financial condition of any Obligor, document or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank certificate furnished in connection herewith proves to be have been untrue in any material respect; respect at the time in respect of which it was made; (h) an encumbrancer, whether permitted or otherwise, takes possession of any significant portion of the Collateral; (i) any default an order is made or legislation enacted for the expropriation, confiscation, forfeiture, escheating or other taking or compulsory divestiture, whether or not with compensation, of all or a significant portion of the Collateral unless the same is being actively and diligently contested by any Obligor the Assignor in good faith, the Assignor shall have provided to the Lender such security therefor as it may reasonably require and such order or legislation shall have been vacated, lifted, discharged, stayed or repealed within thirty days from the date of being entered, pronounced or enacted, as the case may be; (j) the Assignor is liquidated, dissolved or its corporate charter expires or is revoked; or (k) the Assignor defaults in the payment observance or performance of any material liabilities, provision relating to indebtedness or obligations of the Assignor to any credi- tor other creditorthan the Lender and thereby enables such creditor to demand payment of such indebtedness. 10. The Lender may in writing waive any breach by the Assignor of any of the provisions contained herein or any default by the Assignor in the observance or performance of any covenant or condition required by the Lender to be observed or performed by the Assignor; (j) any merger, consolidation provided that no act or change omission by the Lender in the premises shall extend to or be taken in any Obligor’s type manner whatsoever to affect any subsequent breach or form of organizational structure without default or the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandrights resulting therefrom.

Default. If 6.1 Subject to the immediately succeeding sentence, if an Event of Default shall have occurred and be continuing, the Purchasers shall have, in addition to any other rights and remedies contained in this Security Agreement, all the rights and remedies of a secured party under the Uniform Commercial Code, and all other rights and remedies provided by law, all of which shall be cumulative to the extent permitted by law. Upon the occurrence of an Event of Default and at any time thereafter if such or any other Event of Default shall then be continuing, the Purchasers, acting by the written consent of the Purchasers holding at least two-thirds of the aggregate principal balance of all Notes then outstanding, shall have the right without further notice to the Company to settle, compromise or release, in whole or in part, any amounts owing on the Collateral, to prosecute any action, suit or proceeding with respect to the Collateral, to sell, assign and deliver the Collateral (or any part thereof), at public or private sale, at broker's board, for cash, upon credit or otherwise, at the Purchasers' sole option and discretion and the Purchasers may bid or become purchasers at any such sale, if public, free from any right of redemption, which is hereby expressly waived. The net cash proceeds resulting from the exercise of any of the following events foregoing rights or remedies shall occur (each such event being referred be applied by the Purchasers to herein as an “Event of Default”): (a) the non-payment of the Obligations in such order as the Purchasers may elect, and the Company shall remain liable to the Purchasers for any principal deficiency, together with interest thereon at the rate provided in the Notes, and the cost and expenses of collection of such deficiency, including (to the extent permitted by law), without limitation, attorneys' fees, expenses and disbursements. 6.2 If at any time or times hereafter the Purchasers or the Collateral Agent employ counsel for advice with respect to this Security Agreement, or to intervene, file a petition, answer, motion or other pleading in any suit or proceeding relating to this Security Agreement or relating to any Collateral, or to protect, take possession of, or liquidate any Collateral, or to attempt to enforce any security interest on this Note or lien in any Collateral, or to represent the Purchasers in any pending or threatened litigation with respect to the affairs of the Company in any way relating to any of the Collateral or to the Obligations or to enforce any rights of the Purchasers or liabilities of the Company, account debtors, or any other Obligation on person, firm or corporation which may be obligated to the date when due; (b) Purchasers by virtue of this Security Agreement or any instrument or document now or hereafter delivered to the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing Purchasers by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors ofthe Company, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue then in any material respect; (i) of such events, all of the attorneys' fees arising from such services, and any default expenses, costs and charges relating thereto, shall become a part of the Obligations secured by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and Collateral payable without notice or on demand.

Default. If any of In the following events shall occur event (each such event being referred a "Default") of: (i) failure by Customer to herein as an “Event of Default”): perform any obligation (a) under this Agreement, including, without limitation, the nonfailure to maintain Adequate Margin in the Special Custody Account as herein required, or (b) under the Margin Agreement, including, without limitation, the failure to return to Broker, in a timely manner (as specified in the Margin Agreement and/or the Margin Rules) identical securities to the ones previously borrowed from or through Broker by Customer to conduct a Short Sale (whether or not Customer has received notice of such recall, provided that the Broker has complied with the terms of the Margin Agreement and the Margin Rules); (ii) material breach by Customer of any of its representations, warranties or covenants contained in Section 8 hereof; or (iii) Customer's Insolvency, then, upon any such Default, Broker shall have the right to: (1) Effect a Closing Transaction for or a buy-in of any Securities. (2) Remove any Collateral or other assets from the Special Custody Account and register such Collateral or other assets in Broker's name or in the name of Broker's Financial Intermediary, Securities Intermediary, agent or nominee (not including Custodian) or any of their nominees; (3) Remove any Collateral or other assets from the Special Custody Account in order to exercise any voting, conversion, registration, purchase or other Rights of a holder of any Collateral or other assets in the Special Custody Account, and any reasonable expense of such exercise shall be deemed to be an expense of preserving the value of such Collateral and shall constitute a Secured Obligation hereunder; (4) Remove any Collateral or other assets from the Special Custody Account in order to collect, including by legal action, any notes, checks or other instruments for the payment of money included in the Collateral or other assets in the Special Custody Account and compromise or settle with any principal obligor of such instruments; and (5) Remove any Collateral or interest on this Note other assets from the Special Custody Account in order to exercise any and all rights and remedies provided under the Margin Agreement, Revised Article 8 and Revised Article 9 (or any other Obligation on applicable Articles of the date when due; (bNYUCC) or otherwise available to the death, dissolution, liquidation Broker under applicable law. Broker shall not sell any Collateral or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor assets held in the payment Special Custody Account until and unless there has been a Default, as defined above. Moreover, Broker shall not be entitled to exercise any right in (2) through (5) above, and Broker shall not be entitled to instruct Custodian to transfer any Collateral or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement other assets in the Special Custody Account to Broker or any other document securing payment of this Noteentity claiming through Broker, or except upon providing Custodian an Advice from Broker, stating that the conditions precedent to Broker's right to receive Collateral (iiincluding without limitation all proceeds thereof) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations assets in the Special Custody Account free of payment have occurred. Upon receiving such an Advice from Broker, Custodian shall promptly deliver such Collateral and liabilities, direct or contingent, other assets free of payment to Broker. Custodian shall also provide prompt telephone notice to Customer of any Obligor receipt by Custodian of such an Advice from Broker (Custodian's failure to Bank contact Customer, however, shall not prohibit such delivery of Collateral and other assets to Broker). Each sale or purchase of Collateral or other assets may be immediately due made according to Broker's judgment and payable without notice may be made at Broker's discretion, on the principal exchange or demandother market on which such Collateral or other assets normally trades, or in the event such principal exchange or market is closed, in a manner commercially reasonable for selling such Collateral or other assets.

Default. If any A. Upon the occurrence and during the continuance of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) , the non-payment of any principal or interest on this Note or Lender shall have, in addition to any other Obligation on rights given by law or the date when due; (b) rights hereunder or in the deathFinancing Documents, dissolution, liquidation or insolvency all of any Obligor; (c) the filing by or against any Obligor rights and remedies with respect to the Pledged Collateral of a proceeding secured party under the U.S. Bankruptcy Uniform Commercial Code; (d) . In addition, with respect to the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any ObligorPledged Collateral, or any material discrepancy between part thereof, which shall then be or shall thereafter come into the financial statements submitted by possession or custody of the Lender, the Lender may sell the Pledged Collateral or any Obligor and the actual financial condition part thereof at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit (without assumption of any Obligor; (hcredit risk) any statementor for future delivery, warranty, and at such price or representation made by any Obligor to Bank proves to prices as the Lender may deem satisfactory. Lender may be untrue in any material respect; (i) any default by any Obligor in the payment or performance purchaser of any material liabilitiesor all of the Pledged Collateral so sold at any public sale (or, indebtedness if the Pledged Collateral is of a type customarily sold in a recognized market or obligations is of a type which is the subject of widely distributed standard price quotations, at any private sale). B. The Pledgor recognizes that the Lender may deem it impracticable to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty effect a public sale of all or any portion part of this Note by any Obligor the Pledged Collateral or any attempt other securities constituting Pledged Collateral and that the Lender may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. The Lender is authorized, in connection with any sale of the Pledged Collateral, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Shares to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Shares, (ii) to cause to be placed on certificates for any or all of the Shares or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, and (iii) to impose such other limitations or conditions in connection with any such sale as the Lender deems necessary or advisable in order to comply with said Act or any other law. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Lender shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. C. The Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any sale hereunder may be made in compliance with law. D. Upon any sale hereunder the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold. Each purchaser at such sale shall hold the Pledged Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor which may be waived, and the Pledgor, to the extent permitted by law, hereby specifically waive all rights of redemption, stay or appraisal which they have or may have under any Obligor law now existing or hereafter adopted. E. Unless the Collateral threatens to do so; thendecline speedily in value or is or becomes of a type sold on a recognized market, Lender will give the Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any requirements of reasonable notice shall be met if such notice is sent to the Lender in conformity with Section 23 hereof, at least ten (10) days before the option time of Bankthe sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the full amount of this Note and all other obligations and liabilitiesextent permitted by law, direct or contingent, waived. The notice (if any) of any Obligor sale hereunder shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to Bank be made and the day on which the Pledged Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be immediately due held at such time or times within ordinary business hours and payable at such place or places as the Lender may fix in the notice of such sale. At any such sale the Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as the Lender may determine. The Lender shall not be obligated to make any such sale pursuant to any such notice. The Lender may, without notice or demandpublication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Lender until the selling price is paid by the purchaser thereof, but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. The Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interest granted under this Agreement and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Default. If The Company shall be in default under this Note upon the occurrence of any of the following events events: 2.1 The Company fails to timely perform any of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall occur (each such event being referred prove to herein have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as an “Event of Default”): (a) the non-payment of any principal they become due, or interest on this Note shall file or any other Obligation on the date when due; (b) the deathhave filed against it, dissolutionvoluntarily or involuntarily, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding petition under the U.S. United States Bankruptcy Code; (d) Code or shall procure or suffer the application for appointment of a receiver forfor any substantial portion of its properties, the making of a general or shall make an assignment for the benefit of creditors ofcreditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the filing modifications or adjustment of any proceeding seeking any other relief afforded debtors or affecting the rights of creditors generally under creditors. Upon any event of default, ▇▇▇▇▇▇ may declare the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount entire unpaid principal balance of this Note and all accrued unpaid interest immediately due, without notice, and the Company agrees to pay such amount immediately in such event. In the event of default, the Company agrees to pay all of ▇▇▇▇▇▇'s costs of collection, including attorney's fees; this shall include legal expenses for the bankruptcy proceedings or insolvency proceedings (including efforts to modify or vacate any automatic stay or injunction), court costs, appeals, post-judgement collection expenses and any other obligations amount provided by law. The parties intend this provision to be given the most liberal construction possible and liabilities, direct to apply to any circumstances in which such party reasonably incurs expenses. No delay or contingent, omission on the part of any Obligor Holder hereof in exercising any right or option herein given to Bank such Holder shall impair such right or option or be immediately due considered as a waiver thereof or acquiescence in any default hereunder. The Company hereby waives any applicable statue of limitations, presentment, demand for payment, protest and payable without notice or demandof dishonor.

Default. If (a) In the event that the Pledgor fails to pay to the Pledgee any Obligation when due or there shall otherwise occur an Event of Default (as defined in the Note) ("Default"), the Pledgee shall have all of the rights and remedies afforded to secured parties with respect to the Collateral as set forth in the Code as well as all other rights and remedies granted in the Note and this Agreement. Without limiting the generality of the foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the following events shall occur (each foregoing), in one or more parcels at public or private sale or sales, upon such event being referred to herein terms and conditions and at such prices as an “Event of Default”): (a) the non-payment it may deem advisable, for cash or on credit or for future delivery without assumption of any principal credit risk. The Pledgee shall have the right upon any such public sale or interest on this Note sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any other Obligation on part of the date when due; (b) Collateral so sold. The Pledgee shall apply any proceeds from time to time held by it and the death, dissolution, liquidation or insolvency net proceeds of any Obligor; such sale or other disposition, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to the satisfaction in whole or in part of the Obligations, in such order as the Pledgee may elect and only after such application and after the payment by the Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-504 (c1)(c) of the filing Code, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or against agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any Obligor delay in doing so. If any notice of a proceeding under proposed sale or other disposition of the U.S. Bankruptcy Code; Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (d10) the application for appointment days before such sale or other disposition. In any event, notice of a receiver for, proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the making of a general assignment Pledgor and ▇▇▇▇▇ ▇▇▇▇. The Pledgor shall remain liable for any deficiency if the benefit of creditors of, or the filing proceeds of any proceeding seeking sale or other disposition of the Collateral are insufficient to pay all of the Obligations and any other relief afforded debtors or affecting rights and all costs and expenses of creditors generally under every kind incurred by the laws Pledgee with respect to the collection of such deficiency, including, without limitation, all reasonable fees and disbursements of any jurisdiction attorneys employed by the Pledgee. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of any or against any Obligor; (e) all the default Collateral by any Obligor reason of certain restrictions contained in the payment Securities Act of 1933, as amended, and applicable state securities laws or performance otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of (i) purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any obligation such private sale may result in prices and other terms less favorable than if such sale were a public sale and agrees that any such private sale under this Note such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to use his best efforts to do or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves cause to be untrue in any material respect; (i) any default by any Obligor in the payment done all such other acts as may be necessary to make such sale or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty sales of all or any portion of the Collateral pursuant to this Note by section valid and binding and in compliance with any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct applicable requirements of law. (b) The rights of the Pledgee hereunder shall not be conditioned or contingent, contingent upon the pursuit by the Pledgee of any Obligor to Bank right or remedy against the Pledgor, any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Pledgee nor any of its affiliates or representatives shall be immediately due and payable without notice liable for any failure to demand, collect or demandrealize upon all or any part of the Collateral or for any delay in doing so, nor shall the Pledgee be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Default. If In the event that any of the following events shall occur Account Parties: (each such event being referred A) Fails to herein as an “Event of Default”): (a) the non-payment of perform any principal or interest on obligation required under this Note Agreement or any other Obligation on the date when due; agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (bB) the deathFails to make any payment or perform any other obligations under this Agreement, dissolution, liquidation or insolvency of (C) Makes any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors ofcreditors, (D) Permits or consents to the filing of any proceeding seeking any other relief afforded debtors voluntary or affecting rights of creditors generally under the laws of any jurisdiction involuntary petition in bankruptcy by or against any Obligor; one of the Account Parties, (eE) Applies for the default by appointment of a receiver of any Obligor of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Notewriting its inability to pay its debts as they mature, or (iiG) any obligation under Fails to pay when due, upon acceleration or otherwise, any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgmentobligation to Issuer, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, Issuer may at such time or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statementtime thereafter declare, warrantywithout demand or notice which are hereby expressly waived, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor liabilities hereunder to Bank shall be immediately due and payable payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in Ohio and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, in accordance with applicable law, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem commercially reasonable and with the right in Issuer to be the purchaser at such sale, to the extent not prohibited by law, and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. To the extent not prohibited by law, It is agreed that, with or without notice notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or demandotherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.

Default. If (a) The occurrence of any of the following events shall occur (each such event being referred to herein as constitute a Default hereunder: nonpayment, when due, whether by acceleration or otherwise, of any amount payable on any of the Liabilities; an “Event of Default”): ; an Unmatured Event of Default under Section 9.1(g) of the Credit Agreement; or the Pledgor shall default in any agreement contained herein (a) and, so long as no material portion of the non-Collateral is unperfected as a result of such default, continuation of such default for five Business Days after notice from any Agent or any Lender). Upon a Default, the Paying Agent may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code as in effect from time to time in Illinois or otherwise available to it. If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least ten days before such disposition, postage prepaid, addressed to the Pledgor, either at the address of the Pledgor shown below, or at any other address of the Pledgor appearing on the records of the Paying Agent. Any proceeds of any disposition of Collateral may be applied by the Paying Agent to the payment of expenses in connection with the Collateral, including Attorney Costs and legal expenses, and any principal or interest on this Note or any other Obligation on balance of such proceeds may be applied by the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in Paying Agent toward the payment or performance of (i) any obligation under this Note or under any deed such of trustthe Liabilities, mortgageand in such order of application, security agreement or any as the Paying Agent may from time to time elect. All rights and remedies of the Paying Agent expressed herein are in addition to all other document securing payment of this Noterights and remedies possessed by it, or (ii) any obligation under any other note or including those under any other agreement or instrument relating to any of the Liabilities or any security therefor. No delay on the part of the Paying Agent in the exercise of any Obligor right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Paying Agent of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action of the Paying Agent permitted hereunder shall impair or affect the rights of the Paying Agent in and to the Collateral. (b) The Pledgor agrees that in any sale of any of the Collateral whenever a Default hereunder shall have occurred and be continuing, the Paying Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in favor order to obtain any required approval of Bank; (f) any judgment, garnishment, seizure, tax lien the sale or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted purchaser by any Obligor Governmental Authority, and the actual financial condition Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Paying Agent be liable or accountable to the Pledgor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any Obligor; (h) any statement, warranty, such limitation or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandrestriction.

Default. If 8.1. All works and other matters to be constructed, provided and maintained by the Owner pursuant to this Agreement, shall be continuously provided and maintained by the Owner at his sole risk and expense and to the satisfaction of the Municipality. If, in the opinion of the Municipality, based upon reasonable grounds, the Owner has defaulted in the construction, provision or maintenance of any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the non-payment works or of any principal other matter required under this Agreement, the Owner must rectify such default to the satisfaction of the Municipality after notification thereof. Any matter deemed by the Municipality to be an emergency shall be rectified forthwith. Any other matters shall be rectified within thirty (30) days of receipt of notice unless a greater time period is provided by the Municipality. 8.2. If in the reasonable opinion of the Municipality, the Owner has not rectified all such matters and things as are in default after the stipulated time period for rectification, the Municipality may at the expense of the Owner, through it's agents, employees and/or servants enter upon the lands and do all such matters and things required to rectify the default. Actual cost incurred by the Municipality in carrying out such remedial work plus fifteen (15%) per cent of such cost as a charge for overhead (and to be construed as a liquidated amount, not as a penalty) shall be paid by the Owner to the Municipality within thirty (30) days of the mailing of or interest presentation of an invoice to the Owner. 8.3. The Municipality may utilize any securities deposited by or on this Note behalf of the Owner in full or partial satisfaction of the costs associated with any default. Money owing by the Owner may be collected by the Municipality in like manner as municipal taxes, or pursuant to provisions of the Planning Act, R.S.O. 1990, Chapter P.13 the Municipal Act, R.S.O., 1990 Chapter M.45 or by any other Obligation on means legally available to the date when due; (b) Municipality. 8.4. Whenever the deathMunicipality is authorized or permitted to enter onto the lands for purposes of inspecting or completing works or facilities, dissolution, liquidation maintaining same or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver forotherwise, the making of a general assignment for the benefit of creditors ofMunicipality, it's agents, servants or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves employees shall not be considered to be untrue trespassers, nor liable in any material respect; (i) way for acts or omissions unless occasioned by gross negligence. It shall be the Municipality's sole discretion, acting reasonably, to determine when it should intervene with respect to the lands and it is hereby understood and agreed that any default by failure to intervene or delay in so doing shall not be grounds to condone or excuse the Owner from any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bankdefault, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandMunicipality's remedies being cumulative.

Default. If In the event either party should be in default in the ------- performance of any of its material duties or obligations under this Agreement, the following events shall occur other party may give notice to the defaulting party specifying the term or condition which is alleged as the basis of the default. If the defaulting Party does not proceed with due diligence to cure the default or does not correct or cure the noticed default within twenty (each 20) days after such event being referred to herein as an “Event of Default”): (a) notice, then this Agreement may be terminated by the non-payment defaulting party by giving written notice of termination to the defaulting party; said termination to be without prejudice to any principal rights or interest on remedies, legal, equitable, or otherwise, available to the terminating party including such rights and remedies as shall from time-to-time be afforded by the Uniform Commercial Code. Any provision of this Note Agreement to the contrary notwithstanding, if, at any time during the term of this Agreement, Seller or any other Obligation on the date when dueBuyer is adjudicated bankrupt; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing a petition for voluntary or involuntary bankruptcy is filed by or against any Obligor of a proceeding Seller or Buyer; or Seller or Buyer shall petition for relief from its creditors under the U.S. Bankruptcy CodeAct, or similar act, as from time to time amended; (d) the application for appointment of a receiver for, the making of or Seller or Buyer shall make a general assignment for the benefit of creditors ofor consent to the appointment of a receiver for a substantial part of its property; or if an order or decree is entered by any court of competent jurisdiction appointing a receiver for Seller or Buyer or for a substantial part of their property either with or without their consent, and such receiver is not removed or discharged within sixty (60) days from the filing date of said appointment; or if in any judicial proceeding a substantial part of the property of Seller or Buyer shall be attached or seized under [LOGO] any legal process and shall not be released or discharged therefrom by the furnishing of security or otherwise within sixty (60) days thereafter, then, upon the occurrence of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trustsuch events applicable to Buyer, mortgageSeller may, security agreement or any other document securing payment of this Noteat its option, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves declare Buyer to be untrue in breach hereof, terminate this Agreement, refuse to make any material respect; (i) any default by any Obligor in further deliveries hereunder and declare the payment or performance obligations of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of Buyer for all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be Product theretofore furnished immediately due and payable payable; and upon the occurrence of any such events applicable to Seller, Buyer may, at its option, declare Seller to be in breach hereof, terminate this Agreement, refuse to make any further purchases hereunder and terminate all of Buyer's obligations to Seller. The exercise of the rights provided in this Section 21 shall be without notice prejudice to any legal rights or demandremedies otherwise available to the terminating party.

Default. If any A. Each of the following events shall occur (each such event being referred to herein as constitute an “"Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of " hereunder: (i) any obligation the occurrence of an Event of Default under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or the Loan Agreement; (ii) failure by the Debtor to perform any obligation material obligations under any other note this Agreement or under any other agreement of any Obligor with between the Debtor and the Secured Party or by the Debtor in favor of Bankthe Secured Party, time being of the essence (subject, however, to any applicable notice and cure periods); (fiii) material falsity in any judgmentcertificate, garnishmentstatement, seizurerepresentation, tax lien warranty or levy against audit at any assets time furnished by or on behalf of the Debtor or any Obligor; (gendorser or guarantor or any other party liable for payment of all or part of the Indebtedness, pursuant to or in connection with this Agreement or otherwise to the Secured Party, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities required to be disclosed) or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the financial condition Secured Party; or (iv) any attachment or levy against the Collateral or any other occurrence which inhibits the Secured Party's free access to the Collateral (including, without limitation, the Secured Party's receipt of any Obligornotice from a lessor of real property where collateral is located indicating that the lease will be terminated prior to its scheduled termination date) (except, however, that the relocation of the Debtor's principal offices to Jacksonville, Florida shall not be deemed an Event of Default hereunder or under any other Loan Document). B. Upon the occurrence of an Event of Default, the Secured Party may exercise such remedies and rights as are available hereunder, under the Loan Agreement or otherwise (including without limitation, acceleration of the Indebtedness or any material discrepancy part thereof). C. Upon the occurrence of any Event of Default, the Secured Party's rights with respect to the Collateral shall be those of a secured party under the Uniform Commercial Code and any other applicable law in effect from time to time. The Secured Party shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the financial statements submitted by any Obligor Debtor and the actual financial condition of any Obligor; (h) any statementSecured Party. If requested by the Secured Party, warranty, or representation made by any Obligor the Debtor will assemble the Collateral and make it available to Bank proves the Secured Party at a place to be untrue designated by the Secured Party. D. The Debtor agrees that any notice by the Secured Party of the sale or disposition of the Collateral or any other intended action hereunder, whether required by the Uniform Commercial Code or otherwise, shall constitute reasonable notice to the Debtor if the notice is mailed by regular or certified mail, postage prepaid, at least five days before the action to the Debtor's address as specified in any material respect; (i) any default by any Obligor in the payment this Agreement or performance of any material liabilities, indebtedness or obligations to any other creditor; address which the Debtor has specified in writing to the Secured Party as the address to which notices shall be given to the Debtor. E. The Debtor shall pay all costs and expenses incurred by the Secured Party in enforcing this Agreement, realizing upon any Collateral and collecting any Indebtedness (jincluding a reasonable attorney's fee) any mergerwhether suit is brought or not and whether incurred in connection with collection, consolidation trial, appeal or change in any Obligor’s type or form otherwise and, to the extent of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination Debtor's liability for repayment of any guaranty of all the Indebtedness, shall be liable for any deficiencies in the event the proceeds of disposition of the Collateral do not satisfy the Indebtedness in full. Nothing contained herein shall be deemed to require the Secured Party to proceed against the Collateral or any portion of this Note by any Obligor part thereof before or any attempt by any Obligor as a condition to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, pursuit of any Obligor to Bank shall be immediately due of its other rights and payable without notice or demandremedies in respect of the Indebtedness.

Default. If any An event of the following events shall occur default (each such event being referred to herein as an “Event of Default”): ) occurs when: (a1) the non-payment any debt or obligation of any principal or interest on this Note or any other Obligation on the date Applicant to Supplier is not paid when due; (b2) the death, dissolution, liquidation any covenant or insolvency agreement of any ObligorApplicant with Supplier is not fully and timely performed or an occurrence of default occurs thereunder; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h3) any statement, warrantyrepresentation, or representation made warranty by any Obligor Applicant to Bank proves to be untrue Supplier is false, misleading, incomplete, or erroneous in any material respect; (i4) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditorApplicant does not pay Applicant’s debts as such debts become due; (j5) Applicant or Guarantor commences any mergercase, consolidation proceeding, or change in other action seeking the organization, rearrangement, adjustment, liquidation, or dissolution under any Obligordebtor relief laws or bankruptcy laws or an involuntary case or proceeding is commenced against the Applicant under any debtor relief laws or bankruptcy laws; (6) a final judgment is entered against Applicant or Guarantor or any process is levied or directed against Applicant’s type or form of organizational structure without the prior written consent of BankGuarantor’s property; (7) Supplier receives any checks from Applicant which are returned uncollected or insufficient; or (k8) the financial status of the Applicant or Guarantor, in the sole opinion of Supplier, becomes impaired in any way. Upon occurrence of an Event of Default, Supplier may (1) any discontinuance terminate all credit terms, agreements, accommodations, and conditions hereunder; (2) demand immediate payment; (3) require sales by prompt payment terms, cash, COD, cashier’s check, or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, other terms determined at the option discretion of Bankthe Supplier; (4) discontinue shipment of product; and/or (5) discontinue Applicant’s eligibility for discounts. In the event that any check, EFT draft, or pre-authorized payment is returned to Supplier uncollected or insufficient, the full gross amount of this Note and all other obligations and liabilities, direct the invoice or contingent, of any Obligor to Bank invoices covered by the returned item shall be immediately due and payable without notice and such purchase shall be ineligible for cash discount unless the return is due to error by Supplier. Supplier may charge up to $35 for processing any check, EFT draft, or demandpre- authorized payment returned uncollected by Applicant’s bank for any reason.

Default. If Whenever a Default shall be existing, all Secured Obligations may (notwithstanding any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; thenprovisions thereof), at the option of Bankthe Lender, and without demand or notice of any kind, be declared, and thereupon immediately shall become, due and payable, and the full amount Lender may exercise from time to time any rights and remedies available to it under applicable law and may, without notice except as specified below, sell, lease, assign, and deliver, or grant options to purchase, or otherwise dispose of all or any part of the Collateral, at such place or places as the Lender may determine, at public or private sale, it being agreed that the purchaser, lessee, assignee, or recipient of all or any part of the Collateral so disposed of at any public or private sale may thereafter hold the same absolutely free from any claim or right of Debtor of whatsoever kind, including any right of redemption, and any obligation to see to the application of any part of the purchase money paid therefor or any liability for the misapplication or non-application thereof; and the Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and such sale may be made at any time or place to which the same may be so adjourned. The parties hereto hereby agree that the duties of the Lender pursuant to the UCC will be deemed to be satisfied so long as the requirements of this Note Section 6 are satisfied in connection with any disposition of Collateral pursuant to this Agreement. Debtor agrees, in case of Default, to assemble, at its expense, all Collateral at a convenient place acceptable to the Lender. Any notification of intended disposition of any of the Collateral required by law, shall be deemed reasonably and all other obligations properly given if given at least five (5) days before such disposition. Any proceeds of any disposition by the Lender of any of the Collateral may be applied by the Lender to the payment of expenses in connection with the Collateral, including reasonable attorneys’ fees and liabilitieslegal expenses, direct and any balance of such proceeds shall be applied by the Lender (i) first, to the payment of such of the Secured Obligations, and in such order of application, as the Lender may from time to time elect; (ii) second, to the payment to whosoever may be lawfully entitled to receive the same or contingentas a court of competent jurisdiction may direct, of any Obligor surplus then remaining from such proceeds; and (iii) if any balance is remaining, to Bank shall be immediately due and payable without notice or demandthe Debtor.

Default. If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of When a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilitiesof the obligations occurs, indebtedness and on the entry of an order of the United States Bankruptcy Court for the District of , in the proceedings under Chapter of the Bankruptcy Code authorizing enforcement of the security interests created by this agreement, the secured party will have, in addition, other rights accorded a secured party in any jurisdiction where enforcement of this agreement is sought, the rights and remedies of a secured party under the Uniform Commercial Code of enter on any premises where the collateral, or obligations any part of the collateral, may be situated and remove the collateral. The secured party will give the debtor at least day’s prior written notice to any such address as the debtor shall have specified to secured party in writing, of the time and place of any public sale of the collateral or of the time after which any private sale of the collateral is to be made. The secured party shall be entitled to retain part of the proceeds of the sale, subject to the approval of the Bankruptcy Court, (a) all secured sums, (b) its reasonable expenses of repossessing, holding, preparing for sale, and selling the collateral, and (c) reasonable legal expenses incurred by it in connection with this agreement and with such sale. No waiver by a secured party of any default is effective unless in writing, nor operate as a waiver of any other creditor; default, or of the same default on another occasion. NO WAIVER BY SECURED PARTY The secured party is not deemed to have waived any of its rights on, or under, the obligations or the collateral unless the waiver is in writing and signed by the secured party. No delay or omission on the part of the secured party in exercising any rights operates as a waiver of such right or any other right. A waiver on any one occasion will not be construed as a bar to, or waiver of, any right on any future occasion. All rights and remedies of the secured party on the obligations or the collateral, whether evidenced by this agreement or by any instrument or papers, are cumulative and may be exercised separately or concurrently. CARE BY SECURED PARTY The secured party will attempt to exercise the same care with respect to this security agreement and collateral as it exercises with respect to security agreements and collateral in which it alone is interested, but, except as otherwise expressly provided, the secured party assumes no further responsibility to the lenders with respect to (j1) the validity or enforceability of this agreement, (2) the truth or correctness of any mergerrepresentation contained in this agreement, consolidation or change any other statements or certificates made by the debtor in any Obligor’s type connection with the granting or form handling of organizational structure without the prior written consent of Bank; security interest, or (k3) any discontinuance or termination the collateral. The secured party will have no responsibility to lenders for the performance by the debtor of its obligations under this security agreement. The secured party will not be responsible for the consequences of any guaranty of all oversight or error in judgment or be liable for any portion of this Note by any Obligor action taken, or any attempt by any Obligor omitted to do so; thenbe taken, at except only for the option of Banksecured party’s gross negligence, the full amount of this Note and all other obligations and liabilitiesbad faith, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandwillful misconduct.

Default. If any a. Any one or more of the following events shall occur (each such event being referred to herein as an “Event of Default”): events: (a) the non-payment of failure to pay any principal amount or interest on this Note or any other Obligation on the date when due; (b) Maker (i) files any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to the deathbankruptcy laws or any other debtor relief laws of the United States or any state or any other competent jurisdiction, dissolution, liquidation or insolvency of any Obligor; (cii) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of makes a general assignment for the benefit of creditors ofits creditors, or (iii) admits in writing its inability to pay its debts as they mature; or (c) a petition is filed against Maker seeking to rearrange, reorganize, or extinguish its debts under the filing provisions of any proceeding seeking bankruptcy or other debtor relief law of the United States or any state or other relief afforded debtors competent jurisdiction, and such petition is not dismissed within 45 days, or affecting rights (d) a court of creditors generally under competent jurisdiction enters an order, judgment, or decree appointing a receiver or trustee for it or for all or any part of its property. b. If a Default occurs, and Maker does not cure such Default within thirty (30) days of receiving notice of the laws Default from Payee, Payee may, at its option, declare the principal of any jurisdiction by or against any Obligor; (e) and the default by any Obligor in the payment or performance of (i) any obligation under accrued and unpaid interest on, this Note due and payable by written notice to Maker. Notwithstanding the immediately preceding sentence, if a Default is in respect of a bankruptcy or under any deed of trust, mortgage, security agreement or any other document securing payment insolvency proceeding the principal of this Note, and all accrued and unpaid interest, shall automatically become immediately due and payable. In addition, Payee may institute judicial proceedings for the collection of the amounts due and may prosecute such proceeding to judgment or final decree, and may enforce the same against Maker and collect the amount due (iitogether with reasonable costs of collection, including reasonable attorney’s fees and expenses) any obligation under any other note adjudged or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change decreed to be payable in the financial condition manner provided by law out of the property of Maker. Payee may also exercise the rights of a secured party under the Uniform Commercial Code then in effect in Nevada and under the terms of the other transaction documents, and may exercise any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct rights Payee may have at law or contingent, in equity. c. Default rate of any Obligor to Bank shall be immediately due and payable without notice or demandinterest: 10% per annum.

Default. If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) In the non-payment event (i) Pledgor fails to pay any portion of any the principal or interest on this under the Note when it becomes due, and such failure or breach is not cured by Pledgor within five days of written notice thereof from the Company, (ii) any representation of Pledgor in the Note or this Pledge Agreement was incorrect in any other Obligation on material respect when made, (iii) Pledgor otherwise breaches this Agreement or the date when due; Note in any manner, which breach is not cured within five days of written notice from the Company, or (biv) the deathPledgor files a petition or otherwise seeks relief under any bankruptcy, dissolutioninsolvency or similar law ("Insolvency Law") or a receiver, liquidation conservator, custodian or insolvency of similar person is appointed by court order, or an order for relief is entered under federal or other applicable bankruptcy laws with respect to Pledgor, or a petition is filed against Pledgor under any Obligor; (c) the filing by Insolvency Law, or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general Pledgor makes an assignment for the benefit of creditors of(any such event in (i)-(iv) being a "Default"), or then the filing Company may exercise any and all rights, powers and remedies of any proceeding seeking owner of the Pledged Shares or other pledged collateral in furtherance of this Agreement and shall have, and may exercise without demand, any other relief afforded debtors or affecting and all of the rights of creditors generally and remedies granted to a secured party upon default under the laws Uniform Commercial Code of Illinois or otherwise available to the Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time during any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trustperiod after a Default, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion part of this Note by the Pledged Shares and other pledged collateral for the account of Pledgor at any Obligor private sale or public auction, on not less than ten days' written notice to Pledgor, at such price or prices and upon such terms as the Company may reasonably deem advisable. Pledgor shall have no right to redeem any Pledged Shares or other pledged collateral thus sold or auctioned. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any attempt part of the Pledged Shares or other collateral offered for sale. In case of any such sale or auction, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the due and unpaid principal of, and due and unpaid accrued interest on, the Note; provided that promptly after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale or auction then remaining shall be paid to Pledgor and Pledgor shall be entitled to the prompt return of any Obligor of the Pledged Shares or other collateral remaining in the hands of the Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to do so; thenpay the indebtedness under the Note in full only to the extent, and in the circumstances, set forth in the Note. (b) In addition to and not in lieu of the remedies set forth in Section 7(a), so long as Common Shares of the Company of the same class as the Pledged Shares are publicly traded, the Pledgor agrees that the Company shall not be obligated to sell the Pledged Shares pursuant to Section 7(a), but may instead, at its option, purchase all or any part of the option Pledged Shares at the Fair Market Value at the date of Bankpurchase, and may apply the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor proceeds thereof to Bank shall be immediately due and payable without notice or demandthe Loan Balance.

Default. If (a) Unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall not be obligated to take any action under this Agreement or any of the following events shall occur (each Security Documents, except for the performance of such event being referred to duties as are specifically set forth herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; therein. (b) If any Event of Default shall have occurred and be continuing with respect to CL&P or WMECO, the deathCollateral Agent shall, dissolutionat the request of, liquidation or insolvency may with the consent of, the Lenders entitled to make such request, exercise in respect of any Obligor; the Collateral FMBs of such Borrower, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies available to the Collateral Agent under the applicable Security Documents and under the other Loan Documents or otherwise available to the Collateral Agent. (c) Subject to paragraph (e) below, the filing by or against any Obligor rights and remedies of a proceeding the Collateral Agent with respect to CL&P and WMECO shall include (without limitation of the other rights and remedies available to the Collateral Agent under the U.S. Bankruptcy Code; Loan Documents or otherwise available to it), (di) the application for appointment right to cause all or a portion of a receiver forthe Collateral FMBs (including without limitation all accrued interest thereon) of such Borrower to become immediately due and payable, (ii) the making of a general assignment right to collect all amounts payable by such Borrower under the Collateral FMBs for the benefit of creditors ofthe Lenders, or and (iii) the filing right to exercise all rights and remedies of any proceeding seeking any other relief afforded debtors or affecting rights a "holder" of creditors generally a Collateral FMB under the laws applicable First Mortgage Indenture of such Borrower. (d) Notwithstanding any jurisdiction written instructions received by the Collateral Agent pursuant to paragraph (b) above, and except as expressly provided in the Credit Agreement, the Collateral Agent shall not release any Collateral or against any Obligor; portion thereof or lien thereon without the consent of the Lenders. (e) It is understood that the default actual indebtedness of any Borrower evidenced by the Collateral FMBs of such Borrower shall be limited to, and in no event exceed, the Secured Obligations of such Borrower from time to time outstanding; that at no time shall any Obligor claim be made on the Collateral FMBs of such Borrower in excess of the payment or performance aggregate unpaid Secured Obligations of (i) such Borrower outstanding at such time and that, to the extent the actual indebtedness of such Borrower evidenced by the Collateral FMBs of such Borrower exceed the Secured Obligations of such Borrower, neither the Collateral Agent nor any obligation under this Note or under Lender shall have any deed of trust, mortgage, security agreement or any other document securing payment of this Noteright under, or (ii) right to exercise any obligation under any other note or under any other agreement right granted to the holders of any Obligor with or in favor such excess Collateral FMBs of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Banksuch Borrower under, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandapplicable First Mortgage Indenture.

Default. If This Deed of Trust shall be in default upon the happening of any of the following "events shall occur (each such event being referred of default": A. Any Secured Obligation is not paid or performed as and when due or is otherwise in default. B. Grantor fails to herein as an “Event keep, perform or observe any covenant, agreement, term or condition that Grantor is required to keep, perform, or observe under this Deed of Default”): (a) the non-payment Trust, or Grantor fails to perform any of any principal Grantor's obligations or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding duties under the U.S. Bankruptcy Code; (d) the application for appointment terms of this Deed of Trust. C. An event or condition occurs that would allow Beneficiary to accelerate any Secured Obligation or would constitute a receiver for, the making default or an event of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally default under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance terms of (i) any obligation under this Note or under any deed of trustSecured Obligation, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under loan agreement, security instrument, or other document evidencing, guaranteeing or securing any other note Secured Obligation, or under (iii) any other agreement prior or subordinate deed of trust affecting the premises. D. Unless known and approved by Beneficiary at the time this Deed of Trust is recorded, the existence of any Obligor with lien, charge or encumbrance that impairs the validity of this Deed of Trust or has priority over the lien of this Deed of Trust. E. Any proceeding is instituted to enforce any lien, charge or encumbrance against any of the premises, whether such lien has priority over or is subordinate to the lien of this Deed of Trust. F. Any civil or criminal forfeiture action or proceeding is begun that, in favor of Bank; (f) any Beneficiary's good faith judgment, garnishment, seizure, tax could result in forfeiture of the premises or any part thereof or otherwise materially impair the lien or levy against any assets the priority of any Obligor; (g) any material adverse the lien of this Deed of Trust. G. Grantor abandons the premises, is declared bankrupt or insolvent, or dissolves, liquidates or ceases to exist as a legal entity. I. A change in the financial condition ownership of any Obligorthe borrower whether such change is attributable to death, insolvency, lawsuit, judgment, bankruptcy or otherwise. Except as provided below, if an event of default is curable and no notice has been previously given by Beneficiary of the same or any material discrepancy between other event of default within the financial statements submitted by any Obligor preceding 12 months, Grantor shall have 30 days following Beneficiary’s giving of written notice of default within which to cure the default. If the default is curable but cannot reasonably be cured within the 30-day cure period, and if Grantor commences to cure the actual financial condition default during the 30-day cure period and diligently proceeds thereafter to cure such default, then the cure period shall be extended for a reasonable time not to exceed an additional 30 days (for a total of any Obligor; (h60 days) any statementin order to provide Grantor the opportunity to cure the default. However, warranty, Grantor shall not be entitled to notice of default or representation made by any Obligor the opportunity to Bank proves to be untrue in any material respect; cure a default if Beneficiary has previously given notice of a default within the preceding 12 months or if the default occurs because of (i) failure to pay or perform any default Secured Obligation as and when due, (ii) failure to keep any insurance on the premises required by any Obligor this Deed of Trust continuously in full force and effect, or (iii) the payment or performance occurrence of any material liabilitieswaste, indebtedness damage or obligations injury to any other creditor; (j) any mergerthe premises that substantially reduces the value of the premises, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination immediate threat of any guaranty such waste, damage or injury. If Grantor is not entitled to notice of all default and the opportunity to cure, or if the default is not cured during any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at applicable cure period following the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, giving of any Obligor to Bank shall be immediately due and payable required notice of default, Beneficiary may invoke the remedies permitted by this Deed of Trust (including foreclosure) without further notice or demand.

Default. If any (a) The occurrence of one or more of the following events shall occur in clauses (each such event being referred to herein as a)-(e) below will constitute an “Event of Default”): Default under this Lease: (ab) the non-Customer fails to pay when due any rental payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation payment due under this Lease or insolvency fails to perform its obligations under Section 9 of any Obligor; this Lease: (c) the filing by Customer fails to perform or against observe any Obligor of a proceeding other term or condition under the U.S. Bankruptcy Code; this Lease and such failure remains unremedied for more than ten (10) days after such failure to perform or observe; (d) the application for appointment Customer or any person or entity which controls more than fifty percent (50%) of Customer’s equity (a receiver for, the making of a general assignment for the benefit of creditors of, “Control Person”) or the filing any guarantor of any proceeding seeking of Customer’s obligations hereunder (a”Guarantor”) (i) becomes insolvent, (ii) becomes subject to any other relief afforded debtors voluntary or affecting rights involuntary bankruptcy or reorganization proceedings, (iii) commits an act or bankruptcy, (iv) admits in writing its inability to pay its debts as they become due or (vii) enters into any type of creditors generally under the laws of any jurisdiction by voluntary or against any Obligor; involuntary liquidation or dissolution; (e) the default by Customer, any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement Control Person or any other document securing payment of this Note, or (ii) any obligation under any other note or Guarantor defaults under any other agreement with DSMBI or any affiliate of any Obligor with or in favor of BankDSMBI; and (f) any judgmentAny letter of credit, garnishmentguaranty or other security given to secure the performance of Customer’s obligations under this Lease expires, seizure, tax lien terminates or levy against any assets of any Obligor; (g) any material adverse change in the financial condition reasonable opinion of any ObligorDSMBI becomes worthless. Upon the occurrence of an Event of Default, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at DSMBI will have the option to declare the entire balance of Bank, rent for the full amount remainder of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be the stated lease term immediately due and payable and to accelerate and make immediately due and payable any other amounts owing under this Lease. DSMBI will also have the option to retake and retain any or all of the Equipment free of all rights of Customer without notice any further liability or demandobligation to redeliver any of the Equipment to Customer, and Customer hereby grants DSMBI the right to enter upon any premises where all or any of the Equipment is located in order to take possession of and remove such Equipment. (Notwithstanding the foregoing, if an Event of Default occurs under clause (c) above, such accelerations will occur automatically without the need for declaration.) Customer will pay to DSMBI’s on demand all fees; costs and expenses incurred by DSMBI in enforcing its all other remedies provided in the Lease or exist in at law or in equity. No action taken by DSMBI pursuant to this Section 11 or Section 13 will release Customer from Customer’s covenants, obligations and indemnities provided under this Lease, including but not limited to Customer’s obligation for the payment of rentals provided in the Lease. If DSMBI retakes possession of the Equipment or any part of the Equipment and there is at the time of such retaking, in upon or attached to such repossessed Equipment, any other property, goods or things of value owned by Customer or in the custody or control of Customer, DSMBI is authorized to take possession of such other property, goods or things and hold the same for Customer, at Customer’s sole cost, either in DSMBI’s possession or in public storage, at DSMBI’s sole discretion.

Default. If any a. For the purpose of the following events shall occur (each such event being referred to herein as this Agreement, an “"Event of Default”): " shall be deemed to have occurred: (1) upon the failure by Merchant or Agent to perform promptly and fully any material obligation or covenant hereunder or any material obligation or covenant in any document delivered pursuant hereto or any collateral agreement to this Agreement after having received five (5) days' prior written notice, except in the case of a nonmonetary default which is incapable of being cured within such notice period and diligently proceeds to cure said default and (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; party in default has taken all steps necessary to commence to cure such default within such notice period and (b) such failure to cure, in the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor case of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by Merchant, will not adversely affect, in any Obligor material way, Agent's ability to conduct the Sale in the payment manner contemplated herein; (2) if any of the warranties or performance representations made by Merchant or Agent herein proves to be untrue or false in a material way; or (3) if any breach of this Agreement by Merchant results in the Agent being unable to conduct or complete the Sale at any Store as contemplated herein. b. In the event of an interruption of the Sale and/or occurrence of an Event of Default resulting from any act or omission of Merchant which prevents Agent from conducting or completing the Sale at any Store as provided by this Agreement, Agent may, at its option, either (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, proceed with the Sale at the Store location(s) affected; or (ii) any obligation under any other note require Merchant, at Merchant's expense, to move the Merchandise to another reasonably proximate Store designated by Agent; or under any other agreement (iii) notify Merchant as to the termination of any Obligor with or the Sale as to the particular Store location, in favor of Bank; (f) any judgmentwhich event, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor Agent shall be made whole and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) Agent shall be reimbursed for all its out of pocket expenses referable to such Store; and (ii) Merchant shall be entitled to retain all Proceeds at such Store prior to the interruption or Event of Default as well as any default by any Obligor remaining Merchandise. Merchant acknowledges that Agent would be irreparably injured in the payment or performance event of any material liabilitiesfailure by Merchant to promptly and fully perform any obligation hereunder if such failure directly or indirectly interferes with the conduct by Agent of the Sale, indebtedness and hereby consents, in the event of any such failure or obligations in the event that any such failure is threatened or appears imminent, to the entry of an injunction specifically enforcing the terms of this Agreement. c. No right or remedy granted in or pursuant to this Agreement shall be exclusive of any other right or remedy so granted or otherwise available. Every such right or remedy shall be cumulative and shall be in addition to every other right or remedy so granted or existing at law or in equity or by statute, or created, granted or existing pursuant to any other creditor; (j) any merger, consolidation agreement to which Agent and/or Merchant is or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandmay hereafter become a party.

Default. If In the event Subcontractor fails to comply, or becomes unable to comply, or with reasonable probability (as determined solely by Contractor) will become unable to comply, with any of the following events shall occur (each such provisions of this Agreement; or in the event being referred Subcontractor fails at any time to herein as an “Event supply a sufficient number of Default”): (a) properly skilled workmen with sufficient materials, equipment or plant of proper quality or fails in any respect to prosecute the non-payment work with promptness and diligence; or causes by any action or omission a stoppage of any principal or interest on this Note delay in the work of Contractor or other subcontractor of Contractor; or in the event Subcontractor abandons its work or any other Obligation on the date when duepart thereof; and such failure, inability or deficiency (bas determined solely by Contractor) the deathis not corrected within three (3) days after written demand by Contractor to Subcontractor; Contractor may, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor addition to and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations without prejudice to any other creditor; (j) any mergerright or remedy, consolidation or change in any Obligor’s type or form of organizational structure without take over and complete the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion performance of this Note by any Obligor or any attempt by any Obligor to do so; thenAgreement, at the option expense of BankSubcontractor; or Contractor may, without taking over the work, immediately and without notice to Subcontractor, furnish the necessary materials and labor through itself or others, to remedy the situation, all at the expense of Subcontractor. Upon any action by Contractor pursuant to this provision, Subcontractor shall not be entitled to further payment on this Agreement until the work has been completed and accepted by Owner and payment therefore has been received by Contractor. If the expense incurred by Contractor exceeds the unpaid balance due, Subcontractor agrees to promptly pay the difference to Contractor together with interest thereon at the rate of the prime rate plus 2% per annum until paid, and Contractor shall have a lien upon all material, tools, and equipment taken possession of to secure the payment thereof. With respect to expenses incurred by Contractor pursuant to this provision, it is hereby agreed that the costs and expenses chargeable to Subcontractor as herein before provided shall include, without restriction, the full cost of materials, labor, subcontracts, purchase orders, transportation, equipment and expense thereon, supplies, services, insurance, taxes, appliances, tools, utilities, power used or consumed, supervision, administration, job overhead, travel, attorney’s fees, legal and accounting fees and expenses, Contractor’s general overhead as allocated to the work and other costs and expenses incurred or sustained by Contractor, plus ten percent (10%) profit on the actual cost of the work performed as well as on the amount of claims paid by Contractor for Subcontractor or for which it deems itself liable. In the event the employment of Subcontractor is terminated by Contractor for cause under this Note provision and all other obligations and liabilitiesit is subsequently determined by a court of competent jurisdiction that such termination was without cause, direct or contingent, of any Obligor to Bank such termination shall thereupon be immediately due and payable without notice or demanddeemed a termination for convenience.

Default. If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; thenDefault shall occur, at the option election of Bankthe Bank (but automatically in the case of an Insolvency Default), the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank Obligations shall be become immediately due and payable without notice or demand, except with respect to Obligations payable on demand, which shall be due and payable on demand, whether or not an Event of Default has occurred. The Bank is hereby authorized, at its election, after an Event of Default or after demand, without any further demand or notice except to such extent as notice may be required by applicable law, to sell or otherwise dispose of all or any of the Collateral at public or private sale and/or enforce and collect the Collateral (including, without limitation, the liquidation of deposit accounts, debt instruments or securities and the exercise of conversion rights with respect to convertible securities, whether or not such instruments or securities have matured and whether or not any penalties or other charges are imposed on account of such action); and the Bank may also exercise any and all other rights and remedies of a secured party under the Code or which are otherwise accorded to it by applicable law, all as the Bank may determine. If notice of a sale or other action by the Bank is required by applicable law, the Pledgor agrees that ten (10) days’ written notice to the Pledgor, or the shortest period of written notice permitted by law, whichever is smaller, shall be sufficient notice; and that to the extent permitted by law, the Bank, its officers, attorneys and agents may bid and become purchasers at any such sale, if public, and may purchase at any private sale any of the Collateral that is of a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations. Any sale (public or private) shall be free from any right of redemption, which the Pledgor hereby waives and releases. No purchaser at any sale (public or private) shall be responsible for the application of the purchase money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Pledgor to the Bank shall be returned to the Pledgor or to such other party as may be legally entitled thereto; and if there is a deficiency, the Pledgor shall be responsible for the same, with interest. The Pledgor acknowledges that any exercise by the Bank of the Bank’s rights upon default may be subject to compliance by the Bank with any statute, regulation, ordinance, directive or order of any Federal, state, municipal or other governmental authority, and may impose, without limitation, any of the foregoing restricting the sale of securities. The Bank, in its sole discretion at any such sale, may restrict the prospective bidders or purchasers as to their number, nature of business and investment intentions, and may impose, without limitation, a requirement that the persons making such purchases represent and agree, to the satisfaction of the Bank, that they are purchasing the Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. The proceeds of any collection or of any sale or disposition of the Collateral held pursuant to this Agreement shall be applied towards the Obligations in such order and manner as the Bank determines in its sole discretion, any statute, custom or usage to the contrary notwithstanding.

Default. If Pledgor (a) defaults in the payment of the principal under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Agreement occurs (including, without limitation, the bankruptcy or insolvency of Pledgor) or (b) defaults in the payment of interest or any other amount related to the Note, the Company may (following five (5) days notice to Executive, during which the default is not cured) exercise any and all the rights, powers and remedies of any owner of the Pledged Interest (including the right to vote the Pledged Interest and receive any distributions with respect to such Pledged Interest) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of New York or otherwise available to the Company under applicable law. Without limiting the foregoing, after the occurrence of and during the continuance of a default, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Collateral at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Interest offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note and other amounts related thereto (including costs, attorneys' fees associated with enforcement hereof); provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the following events Pledged Interest remaining in the hands of the Company. Pledgor shall occur be liable for any deficiency (each such event being referred to herein as an “Event of Default”): (athe extent liable therefor under the Note) if the non-payment remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any principal or interest on this Note or any other Obligation on attorneys employed by the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor Company to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandcollect such deficiency.

Default. If The occurrence of any one or more of the following events shall occur (each such event being referred be deemed to herein as be an “Event event of Default”): (default” of this Subcontract/Purchase Order Agreement: a) Refusal, failure or neglect of the non-payment Subcontractor/Material Supplier to supply a sufficient number of any principal properly skilled workmen of a sufficient quantity or interest on this Note or any other Obligation on the date when duequality of materials; (b) the deathDissolution, dissolutiontermination of existence, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for however evidenced), general failure to pay debts as they mature, business failure, appointment of a receiver forof any part of the property of, the making of a general assignment for the benefit of creditors ofby, commission of any act or bankruptcy by, or the service or filing of any proceeding seeking any other relief afforded debtors warrant, attachment or affecting rights of creditors generally under the laws levy or of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy assessment or similar process against the Subcontractor/Material Supplier; c) Failure of the Subcontractor/Material Supplier to make prompt payment to its materialmen, suppliers, subcontractor or workmen, or to insure prompt payment by any assets of them to any party to whom they may be obligated by reason of the work; d) Failure of the Subcontractor/Material Supplier in any respect to prosecute the work in a proper and prompt manner; or e) Failure of the Subcontractor/Material Supplier to perform fully any and all of the obligations of the Subcontractor/Material Supplier to be performed pursuant to this Subcontract/Purchase Order Agreement. Upon the happening of any Obligor; “event of default”, and at any time thereafter, the Contractor may, at its option, after giving forty-eight (g48) hours written notice to the Subcontractor/Material Supplier, provide any material adverse change such labor and materials and/or do all things as may be necessary or convenient to complete the work and deduct the cost thereof from any monies due, or thereafter to become due, under the Subcontract/Purchase Order Agreement. Alternatively, or in addition, upon the occurrence of any one or more events of default, the Contractor may, at its option, terminate the Subcontract/Purchase Order. In that event, the Contractor shall have the right to enter upon the premises of the Subcontractor’s/Material Supplier’s facilities at the Project, and take possession, for the purpose of completing the work, of all materials, tools and appliances therein, and may employ any other person or persons to finish the work and provide the materials therefor. In case of such discontinuance of the Subcontractor’s/Material Supplier’s right to proceed with the work, the Subcontractor/Material Supplier shall not be entitled to receive any further monies under this Subcontract/Purchase Order Agreement until the work undertaken by the Contractor is completely finished and payment therefor has actually been received by the Contractor from the Owner (such payment by the Owner being a condition precedent to any obligation for payment by the Contractor to the Subcontractor/Material Supplier.) At that time, if the unpaid balance of the amount to be paid under this Subcontract/Purchase Order Agreement exceeds the costs (including, but not limited to, any incidental or consequential damages and reasonable attorney fees and litigation expenses (meaning, without limitation, paralegal fees, filing fees, deposition expenses and other out-of-pocket litigation expenses) incurred by the Contractor by reason of the Subcontractor's/Material Supplier's default and/or in any and all types of litigation arising from such, shall be chargeable to, and paid by, the Subcontractor/Material Supplier. If the aforementioned costs exceed the unpaid balance due the Subcontractor/Material Supplier, then the Subcontractor/Material Supplier shall promptly pay the Contractor the amount by which such costs exceed such unpaid balance. The costs incurred by the Contractor as herein provided, either for furnishing materials or for finishing the work, and any damages, including incidental and consequential damages incurred by the Contractor by reasons of the Subcontractor’s/Material Supplier’s default, shall be chargeable to, and paid by the Subcontractor/Material Supplier. Any and all rights and remedies of the Contractor under this Subcontract/Purchase Order Agreement shall be cumulative. The enumeration of specific rights and remedies of the Contractor shall not affect or impair any of the Contractor’s right or remedies at law or in equity, or under the Prime Contract. In the event any acts or omissions of the Subcontractor/Material Supplier delay the Contractor in the financial condition performance of the Prime Contract and result in the Contractor’s being subjected to any Obligordamages (including, but not limited to acceleration, delay or recovery costs), claims, penalties, liabilities, or any material discrepancy between liquidated damages thereunder, the financial statements submitted by any Obligor Subcontractor/Material Supplier shall, upon demand of the Contractor, promptly pay to and reimburse the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, Contractor for the full amount of this Note any penalties, liabilities or liquidated damages, including costs and all other obligations and liabilities, direct or contingent, of any Obligor attorney’s fees incurred by Contractor in responding to Bank shall be immediately due and payable without notice or demandsuch delay.

Default. If any (a) Any of the following events shall occur constitute an event of default (each such event being referred to herein as an “"Event of Default”"): (ai) the non-payment when due whether by acceleration or otherwise of any the principal of or interest on any Indebtedness, time being of the essence, or failure by the Debtor to perform any obligations under this Note Agreement or under any other Obligation on agreement between the date when dueDebtor and Secured Party; (bii) death or incompetency of the deathDebtor; (iii) filing by or against the Debtor of a petition in bankruptcy or for reorganization under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution, liquidation or insolvency similar law of any Obligorjurisdiction; (civ) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment by the Debtor for the benefit of creditors ofcreditors; the appointment of or taking possession by a receiver, trustee, custodian or similar official for the Debtor or for any of the Debtor's assets; or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction institution by or against the Debtor of any Obligorkind of insolvency proceedings or any proceeding for the dissolution or liquidation of the Debtor; (ev) the default occurrence of any event described in paragraph 4(a)(ii), (iii) or (iv) hereof with respect to any indorser or guarantor or any party liable for payment of any Indebtedness; or (vi) material falsity in any certificate, statement, representation, warranty or audit at any time furnished to the Secured Party by or on behalf of the Debtor or any Obligor in the payment indorser or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement guarantor or any other document securing party liable for payment of this Noteany Indebtedness, or (ii) any obligation under any other note or under any other agreement of any Obligor with pursuant to or in favor of Bank; connection with the Security Agreement or otherwise (fincluding warranties in this Agreement) and including any judgment, garnishment, seizure, tax lien omission to disclose any substantial contingent or levy against any assets of any Obligor; (g) liquidated liabilities or any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted facts disclosed by any Obligor and the actual financial condition of any Obligor; (h) any certificate, statement, warrantyrepresentation, warranty or representation made by any Obligor audit furnished to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of BankSecured Party; or (kvii) any discontinuance attachment or termination levy against the Collateral or any other occurrence which inhibits the Secured Party's free access to the Collateral. (b) The Secured Party may declare all or part of the Indebtedness to be immediately due without notice upon the happening of any guaranty Event of Default or if the Secured Party in good faith believes that the prospect of payment of all or any portion part of the Indebtedness or the performance of the Debtor's obligations under this Note by any Obligor Agreement or any attempt other agreement now or hereafter in effect between the Debtor and the Secured Party is impaired. This paragraph is not intended to affect any rights of the Secured Party with respect to any Indebtedness which may now or hereafter be payable on demand. (c) Upon the happening of any Event of Default the Secured Party's rights with respect to the Collateral shall be those of a secured party under the Uniform Commercial Code and any other applicable law from time to time in effect. The Secured Party shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Debtor and the Secured Party. If requested by the Secured Party, the Debtor will assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party. (d) The Debtor agrees that any Obligor notice by the Secured Party of the sale or disposition of the Collateral or any other intended action hereunder, whether required by the Uniform Commercial Code or otherwise, shall constitute reasonable notice to do so; thenthe Debtor if the notice is mailed by regular or certified mail, postage prepaid, at least five days before the option of Bank, action to the full amount of Debtor's address as specified in this Note and all Agreement or to any other obligations and liabilities, direct or contingent, of any Obligor address which the Debtor has specified in writing to Bank the Secured Party as the address to which notices shall be immediately due given to the Debtor. (e) The Debtor shall pay all costs and payable without notice expenses incurred by the Secured Party in enforcing this Security Agreement, realizing upon any Collateral and collecting any Indebtedness (including reasonable attorney's fees) whether suit is brought or demandnot and whether incurred in connection with collection, trial, appeal or otherwise, and shall be liable for any deficiencies in the event the proceeds of disposition of the Collateral does not satisfy the Indebtedness in full.

Default. If any of the following events shall occur (each such event being referred to herein as an “Event "Events of Default”): ") shall occur: A. The Borrower fails to pay (a1) the non-payment of any principal to Bank when due and payable or interest on (2) any interest, fee or other sum to Bank within 3 Business Days when due and payable; or B. The representation or warranty made by the Borrower to Bank in any documents or agreements relating to this Note facility proves to be in any material sense false or misleading; or C. The Borrower fails to comply with any other Obligation on condition, covenant or obligation contained herein or in any agreements or instruments related hereto; or D. Any default occurs under any agreement involving the date when dueextension of credit to which the Borrower may be obligated as borrower or guarantor (if such default gives the holder of the obligation the right to accelerate the indebtedness); (b) or E. Neither General Electric Company nor NBC Inc. owns either directly or indirectly at least 12% of the deathBorrower; or F. Any guaranty or other agreement or instrument required hereunder is terminated, dissolutionbreached or ceases to be effective; or G. Any bankruptcy, liquidation reorganization, arrangement, insolvency, dissolution or insolvency of any Obligor; (c) the filing similar proceeding is instituted by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally Borrower under the laws of any jurisdiction by or against any Obligorjurisdiction; (e) THEN, the default by any Obligor in the payment or performance of Bank may (i) declare any obligation under this Note Commitment by the Bank to extend additional credit hereunder to be terminated, whereupon any such Commitment shall be terminated, (ii) declare all sums outstanding hereunder or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or instrument executed in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor connection herewith to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable together with all interest thereon, and/or (iii) require the Borrower to deposit with the Bank as cash collateral for application against drawings under outstanding SBLCs, an amount equal to the face amount of all such undrawn SBLCs (and the Borrower hereby grants a security interest to the Bank in any such account(s) established by the Bank for such purpose to secure reimbursement obligations hereunder), all without notice of default, presentment or demanddemand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived; PROVIDED, HOWEVER, that upon the occurrence of any event specified in paragraph G above, any Commitment by the Bank to extend additional credit hereunder shall automatically terminate, all sums outstanding hereunder or under any instrument executed in connection herewith shall become immediately due and payable together with all interest thereon, and the Borrower shall be obligated to deposit with the Bank as cash collateral for application against drawings under outstanding SBLCs, an amount equal to the face amount of all such undrawn SBLCs, all without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived.

Default. If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; thenDefault shall occur, at the option election of Bankthe Lender, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank Obligations shall be become immediately due and payable without notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not an Event of Default has occurred. The Lender is hereby authorized, at its election, after an Event of Default or after Demand, without any further demand or notice except to such extent as notice may be required by applicable law, to take possession and/or sell or otherwise dispose of all or any of the Collateral at public or private sale; and the Lender may also exercise any and all other rights and remedies of a secured party under the Code or which are otherwise accorded to it by applicable law, all as the Lender may determine. If notice of a sale or other action by the Lender is required by applicable law, unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Borrower agrees that five (5) days' written notice to the Borrower, or the shortest period of written notice permitted by such law, whichever is larger, shall be sufficient notice; and that to the extent permitted by law, the Lender, its officers, attorneys and agents may bid and become purchasers at any such sale, if public, and may purchase at any private sale any of the Collateral that is or a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations. Any sale (public or private) shall be free from any right of redemption, which the Borrower hereby waives and releases. No purchaser at any sale (public or private) shall be responsible for the application of the purchase money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Borrower to the Lender shall be returned to the Borrower or to such other party as may be legally entitled thereto; and if there is a deficiency, the Borrower shall be responsible for the same, with interest. Upon demand by the Lender, the Borrower shall assemble the Collateral and make it available to the Lender at a place designated by the Lender which is reasonably convenient to the Lender and the Borrower. The Borrower hereby acknowledges that the Lender has extended credit and other financial accommodations to the Borrower upon reliance of the Borrower's granting the Lender the rights and remedies contained in this Agreement including without limitation, the right to take immediate possession of the Collateral upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND and the Borrower hereby acknowledges that the Lender is entitled to equitable and injunctive relief to reinforce any of its rights and remedies hereunder or under the Code and the Borrower hereby waives any defense to such equitable or injunctive relief based upon any allegation of the absence of irreparable harm to the Lender.

Default. If Borrower shall be in default under this Agreement and under each of the other Loan Documents if Borrower shall default in the payment of any amounts due and owing under the Loan or should Borrower, either Guarantor, any Letter of Credit Sponsor, and/or any pledgor of any of the following events shall occur (each such event being referred Collateral fail(s) to herein as an “Event of Default”): (a) the non-payment of timely and properly observe, keep or perform any principal term, covenant, agreement or interest on this Note condition in any Loan Document or in any other Obligation on the date when due; (b) the deathloan agreement, dissolutionpromissory note, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver forsecurity agreement, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, deed to secure debt, mortgage, security agreement assignment or other contract securing or evidencing payment of any indebtedness of Borrower to Lender or any affiliate or subsidiary of Bank of America Corporation, if any such failure is not cured within any applicable cure period. In addition, an event of default under the Senior Loan Agreement shall constitute a default under this Agreement. By their respective joinders herein, the Guarantor, each Letter of Credit Sponsor and Magellan each acknowledges and agrees as follows: (i) they consent to the terms of the Loan Documents, including this Agreement; (ii) in the event the Guarantor, any Letter of Credit Sponsor, and/or Magellan fail to make its pro-rata portion of the first payment due under the Note into the Aggregation Account at least five (5) days prior to the date the payment is due from Borrower to Lender (and/or fail to make the balloon payment of principal and interest as and when due, or otherwise instruct Lender to liquidate their respective Collateral to be applied to the payments due under the Note in lieu of an actual payment being made), then such failure shall constitute an event of default by the Guarantor, each Letter of Credit Sponsor and Magellan under the Collateral and Lender may, without further notice, proceed immediately to pursue all remedies thereunder notwithstanding whether any default by the Borrower then exists under the Loan Documents; (iii) the Lender may pursue all rights and remedies against the Collateral notwithstanding any terminology in the Loan Documents which may provide that the payments due from the Borrower to the Lender are: (x) subordinated to BlueCrest; and/or (y) “suspended” or other similar terminology; (iv) Guarantor, each Letter of Credit Sponsor and Magellan are ultimately responsible to make payments to the Aggregation Account and/or to the Lender directly and/or to instruct Lender to liquidate their respective Collateral to cause the payments to be timely made under the Note notwithstanding the “Borrower Payment Suspension” (as defined in the Note) or any other document securing failure and/or restriction on the Borrower’s payment of this under the Note, or (ii) any obligation under any other note or under any other agreement regardless of any Obligor with or in favor lack of Bankpayment by the Borrower to the Lender directly; and (fv) any judgmentall obligations of the Guarantor to Magellan, garnishment, seizure, tax lien or levy against any assets each Letter of any Obligor; (g) any material adverse change in Credit Sponsor and/or the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note Borrower and all other obligations of Magellan to Guarantor , each Letter of Credit Sponsor and/or the Borrower are subordinated in terms of payment and liabilities, direct or contingent, priority to the interests of any Obligor to Bank shall be immediately due and payable without notice or demandLender until the Indebtedness is paid in full.

Default. If Pledgor (a) defaults in the payment of the principal under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Agreement occurs (including, without limitation, the bankruptcy or insolvency of Pledgor) or (b) defaults in the payment of interest or any other amount related to the Note, the Company may (following five (5) days' notice to Executive, during which the default is not cured) exercise any and all the rights, powers and remedies of any owner of the Pledged Interests (including the right to vote the Pledged Interests and receive any distributions with respect to such Pledged Interests) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Delaware or otherwise available to the Company under applicable law. Without limiting the foregoing, after the occurrence of and during the continuance of a default, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Collateral at any private sale or public auction, on not less than ten (10) days' written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Interests offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note and other amounts related thereto (including costs, attorneys' fees associated with enforcement hereof); provided that after payment in full of the indebtedness evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the following events Pledged Interests remaining in the hands of the Company. Pledgor shall occur be liable for any deficiency (each such event being referred but only to herein as an “Event of Default”): (athe extent liable therefor under the Note) if the non-payment remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any principal or interest on this Note or any other Obligation on attorneys employed by the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor Company to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandcollect such deficiency.

Default. If any of the The following events shall occur (each such event being referred to herein as an “Event constitute "Events of Default”): (a) " and in any such events, Tenant shall be deemed to be in default under the non-payment terms of this Lease and shall be subject to Landlord's remedies as set forth herein: a. Tenants failure to pay, when due, any principal rent or interest on this Note other payments due hereunder, including without limitation Additional Rent, taxes and sales tax or any other Obligation on payment due Landlord under any other agreement or contract between Landlord and Tenant; or b. Tenant's abandoning or vacating of the date when duePremises without prior written consent of Landlord, it being agreed that non-occupation of the Premises for a period often (10) consecutive days, without written consent of Landlord, shall be conclusively deemed an abandonment, notwithstanding anything contained in Florida Statute Chapter 83 to the contrary; (b) or c. Tenant's voluntarily petitioning for relief under or otherwise seeking the deathbenefit of any bankruptcy, dissolution, liquidation reorganization or insolvency law; or d. A receiver or trustee being appointed for Tenant or its property; or e. The filing of any Obligoran involuntary bankruptcy, arrangement, or reorganization petition against Tenant; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the or f. Tenants making of a general an assignment for the benefit of creditors ofcreditors; or g. Any of the goods, chattels, rights, credits, or effects of Tenant used in or incident to the occupation of the Premises being seized, sequestered, or impounded by virtue of or under the authority of any legal proceedings; or h. Tenant's interest under this Lease being sold under execution or other legal process; or i. Any act or omission of Tenant which results in the filing of any proceeding seeking any other relief afforded debtors a lien against the Premises; or j. Any transfer, assignment, subletting or affecting rights encumbering of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation Tenant's interest under this Note Lease or under any deed the Premises, by operation of trust, mortgage, security agreement law or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure otherwise without the prior written consent of BankLandlord, which consent shall be in the sole and absolute discretion of Landlord; or k. Tenant's continued default in the performance or (k) any discontinuance or termination observance of any guaranty of all the other covenants or any portion agreements contained in this Lease and not specifically set forth above for a period often (10) days after the date of this Note mailing written notice thereof by any Obligor or any attempt by any Obligor Landlord to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, Tenant l. Tenant's repeated violation of any Obligor to Bank covenant or agreement contained in this Lease. "Repeated Violation" shall be immediately due and payable without mean violating any covenant or agreement for which written notice or demand.of violation was given by Landlord on more than two (2) occasions within a twelve (12) month period

Default. If 6.1 Upon the occurrence of an Event of Default and during the continuance thereof, the Lenders are hereby authorized and empowered in their discretion to exercise all rights and powers in respect of the Pledged Securities as a member, partner, shareholder, or other equityholder of the issuer of the Pledged Securities, and each Pledgor hereby consents to the admission of each Lender or any designee thereof as a member, partner, shareholder or other equityholder of the issuer of the Pledged Securities and the exercise by each Lender of the voting rights of such Pledgor with respect to the Pledged Securities owned by such Pledgor, in each case if such Lender so elects, and to any sale of the Pledged Collateral by the Lenders in accordance with the UCC, other applicable law and this Agreement. (a) Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section and without notice, the Lenders may, in their sole discretion, exercise in respect of the Pledged Securities, in addition to all other rights and remedies provided for herein or otherwise available to them, all the rights and remedies of a secured party on default under the UCC, other applicable Uniform Commercial Code, or other applicable laws as in effect in any relevant jurisdiction (whether or not the Uniform Commercial Code applies to the affected Pledged Securities), and the Lenders may also in their sole discretion sell the Pledged Securities or any part thereof in one or more parcels at public or private sale, at any exchange or broker’s board or at any of the following events Seller’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Lenders may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Securities. The Lenders may be the purchaser of any or all of the Pledged Securities at any such sale, and the Lenders shall occur (each such event being referred to herein as an “Event be entitled, for the purpose of Default”): (a) the non-bidding and making settlement or payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application purchase price for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by the Pledged Securities sold at any Obligor such sale, to credit bid all or any attempt portion of the Obligations as a credit on account of the purchase price for any Pledged Securities payable by the Lenders at such sale. Each purchaser at any Obligor such sale shall hold Pledged Securities sold free from any claim or right of the Pledgors, and the Pledgors hereby waive (to do so; thenthe extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Lenders shall not be obligated to make any sale of Pledged Securities regardless of notice of sale having been given. The Lenders may adjourn any public or private sale from time to time by announcement at the option time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Pledgors and Lenders acknowledge and agree that for purposes of Bankdetermining whether a disposition of Pledged Securities which consists solely of Company Interests has been made in a commercially reasonable manner, the full fair market value of the Company Interests may be determined by an independent appraisal of the value of the Company. Pledgors and Lenders further agree that Lenders shall be entitled to commission a valuation of the Company from Mine Development Associates, or another independent mine valuation company selected by the Lenders, and may rely upon such valuation as a basis for determining the value of the Company Interests, and that the cost of such valuation is a commercially reasonable expense of the disposition and shall be paid by Pledgors and constitute an Obligation under the Loan Agreement secured by the lien and security interest created hereby. In the case of all sales of Pledged Collateral or any part thereof by the Lenders in accordance with this Agreement and applicable law, including the UCC, during the continuance of an Event of Default, the Pledgors shall pay all reasonable out of pocket costs and expenses of every kind of the Lenders in connection therewith (including, without limitation, reasonable attorneys’ fees and disbursements, court costs, litigation and other expenses), and after deducting such costs and expenses from the proceeds of sale, the Lenders shall apply any remainder to the payment of the other Obligations and the Borrower shall remain liable for any deficiency. The Pledgors shall be jointly and severally liable for the payment of any such costs and expenses of the Lenders. 6.3 Because of present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being hereinafter called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral pledged hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may very strictly limit the course of conduct of the Lenders if the Lenders were to attempt to dispose of all or any part of the Pledged Collateral and may also limit the extent to which or the manner in which any subsequent transferee of the Pledged Collateral or any part thereof may dispose of the same. There may be other legal restrictions or limitations affecting the Lenders in any attempts to dispose of all or any part of the Pledged Collateral under applicable blue sky or other state securities laws or similar laws analogous in purpose or effect. To the extent permitted by applicable law, each Pledgor covenants and agrees that the Lenders shall not incur any liability as a result of the sale of the Pledged Collateral or any part thereof at any private sale that is commercially reasonable and otherwise in accordance with this Agreement and applicable law. To the extent permitted by applicable law, each Pledgor hereby waives any claims against the Lenders arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of this Note the Obligations, even if the Lenders accept the first offer received and all other obligations and liabilitiesdo not offer the Pledged Collateral, direct or contingentas the case may be, of any Obligor to Bank shall be immediately due and payable without notice or demandmore than one possible purchaser. 6.4 NOTWITHSTANDING ANYTHING IN THE FOREGOING PROVISIONS OF THIS SECTION 6 TO THE CONTRARY, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, AT THE SOLE DISCRETION OF THE LENDERS, ANY AMOUNTS DUE TO THE PLEDGORS WITH RESPECT TO THE PLEDGED COLLATERAL SHALL BE PAYABLE IMMEDIATELY TO THE LENDERS AS IF THE LENDERS WERE IN THE PLEDGORS’ POSITION UNDER THE APPLICABLE ORGANIZATIONAL DOCUMENTS. EACH PLEDGOR SHALL TAKE ALL STEPS TO MAKE THE PLEDGED COLLATERAL AVAILABLE TO THE LENDERS AS REQUIRED BY THIS AGREEMENT. EACH PLEDGOR SHALL ACT ON BEHALF OF THE LENDERS WITH RESPECT TO ANY OTHER NECESSARY AGREEMENTS OR DOCUMENTS CONSENTING TO SUCH ARRANGEMENT.

Default. If any Following the occurrence of an Event of Default and acceleration of the following events Loans, all payments shall occur be remitted to Agent and all such payments and all proceeds of Loan Collateral received by Agent, shall be applied as follows: (each such event being referred A) first, to herein as pay any Agent Advances or Interim Advances, interest, fees, expenses or indemnities due to Agent under the Loan Documents, until paid in full; (B) second, to pay any Letter of Credit Obligations, fees, expenses or indemnities then due to LC Issuer under the Loan Documents, until paid in full; (C) third, to pay any expenses or indemnities then due to any or all of Lenders under the Loan Documents, until paid in full; (D) fourth, to pay any fees then due to any or all of Lenders under the Loan Documents, including fees and premiums with respect to any Rate Management Agreement with a Lender (or an “Event Affiliate of Default”): a Lender), until paid in full; (aE) fifth, to pay interest due to any or all of Lenders under the non-payment Loan Documents in respect of the Obligations and, with respect to any Rate Management Agreement with a Lender (or an Affiliate of a Lender), any premiums, scheduled periodic payments and any interest thereon; (F) sixth, to pay any other Obligations (other than those set forth in clauses (G) and H) due to Lenders until paid in full, including principal or interest on this Note of the Loans, ratably in accordance with their respective Pro Rata Shares; (G) seventh, with respect to any Rate Management Agreement with a Lender or any Affiliate of a Lender, to pay any breakage, termination, close-out or like payment due under such Rate Management Agreement to a Lender or an Affiliate of a Lender; (H) eighth, any Leasing Obligations (as defined in the definition of Obligations) owing to Fifth Third or its Affiliates; and (I) ninth, to Borrowers or such other Obligation Person entitled thereto under applicable law. Agent will distribute to each Lender at its address set forth on the date when due; (b) the deathapplicable signature page of this Agreement, dissolution, liquidation or insolvency of at any Obligor; (c) the filing by or against any Obligor of other address as a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver forLender may request in writing, the making amount of a general assignment for funds as such Lender may be entitled to receive in accordance with the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment terms of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor Agreement and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue settlement procedures set forth in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandSection 2.4.

Default. 2.1 If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): ” (under and as defined in the Credit Agreement) shall have occurred and be continuing under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), then, Mortgagee may: (a) Declare the non-payment of any principal or interest on this Note or any other Obligation on the date when dueSecured Obligations to be, and they shall be, due and payable; and/or (b) the deathRecover judgment for, dissolution, liquidation or insolvency and collect out of any Obligorproperty of Owner, any amount due; and/or collect all earned charter hire and freight monies relating to services performed by the Vessel, if any, Owner assigning to Mortgagee all such charter hire and freight monies then owing; and/or (c) Retake the filing Vessel, with or without legal process, at any time, at any place, and, without being responsible for loss or damage, hold and in Mortgagee’s or in Owner’s name lease, charter, operate or otherwise use the Vessel for such time and on such terms as Mortgagee may deem advisable, being accountable only for net profits, if any, and with the right to dock the Vessel free of charge at Owner’s premises or elsewhere at Owner’s expense; and/or sell the Vessel, free from any claim by Owner of any nature whatsoever, in any manner permitted by law; to the extent so permitted, such sale may be public or against private, without notice, without having the Vessel present, and Mortgagee may become the purchaser. For such purpose Mortgagee and its agents are irrevocably appointed the true and lawful attorneys of Owner in its name and stead to make all necessary transfers of the Vessel thus sold. 2.2 In the event the Vessel shall be arrested or detained by any Obligor officer of a proceeding under any court or by any other authority, Owner authorizes Mortgagee, its officers, representatives and appointees, in the U.S. Bankruptcy Code; (d) the application for name of Owner or of Mortgagee, to receive or to take possession, and to defend any action and/or discharge any lien. 2.3 Each and every power or remedy given to Mortgagee shall be cumulative, and in addition to all powers or remedies now or later existing in admiralty, in equity, at law or by statute, and may be exercised as often as may be deemed expedient by Mortgagee. No delay or omission by Mortgagee shall impair any right, power or remedy, and no waiver of any default shall waive any other default. In any suit Mortgagee shall be entitled to obtain appointment of a receiver forof the Vessel and its earnings, who shall have full rights and powers to use and operate the making of Vessel, and to obtain a general assignment for the benefit of creditors of, or the filing decree ordering and directing its sale and disposition. 2.4 The net proceeds of any proceeding seeking judicial or other sale, and any lease, charter, management, operation or other relief afforded debtors or affecting rights use of creditors generally under the laws Vessel by Mortgagee, of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance claim for damages, of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien and any insurance received by Mortgagee (except to the extent paid to Owner or levy against any assets applied in payment of any Obligor; (grepairs or otherwise for Owner’s benefit) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demand.applied as follows:

Default. If any of the The following events shall occur (each such event being referred to herein as be considered an “"Event of Default”): ": (ai) the non-payment of Merchant becomes subject to any principal voluntary or interest on this Note involuntary bankruptcy, insolvency, reorganization or any other Obligation on the date when due; (b) the deathliquidation proceeding, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver foris appointed for Merchant, the making of a general or ▇▇▇▇▇▇▇▇ makes an assignment for the benefit of creditors ofcreditors, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligoradmits its inability to pay its debts as they become due; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or or (ii) any obligation under any other note Merchant fails to pay or under any other agreement reimburse the fees, expenses or charges referenced herein when they become due; or (iii) Merchant is in default of any Obligor with terms or conditions of this Agreement whether by reason of its own action or inaction or that of another; or (iv) Processor reasonably believes that there has been a material deterioration in favor of BankMerchant's financial condition; or (fv) any judgmentstandby letter of credit, garnishmentif and as may be required pursuant to Section 20, seizurewill be cancelled, tax lien will not be renewed, or levy against any assets is not in full force and effect; or (vi) Merchant ceases to do business as a going concern, or there is a change in ownership of Merchant which changes the identity of any Obligor; person or entity having, directly or indirectly, more than 30% of either the legal or beneficial ownership of Merchant. Upon the occurrence of an Event of Default, Processor may at any time thereafter terminate this Agreement by giving Merchant written notice thereof. However, except in instances where immediate termination is required by any Association or if Member Bank and/or Processor reasonably believe that the Event of Default poses material risk to either of them or involves a violation of applicable law, Merchant will have 30 days following Processor’s notice to cure an Event of Default under Section (gii), (iii), (iv) or (v) prior to termination under this section. Termination of Merchant for any material adverse change in reason shall not relieve Merchant from any liability or obligation to Processor. If, prior to the financial condition date on which the then current term of any Obligorthis Agreement is scheduled to expire, either this Agreement is terminated by Processor as specifically permitted by this Agreement, or Merchant for any material discrepancy between reason discontinues receiving the financial statements submitted Services from Processor (except as may be specifically permitted by any Obligor this Agreement), Merchant shall be liable to Processor for liquidated damages in an amount equal to the average monthly revenue (which does not include interchange and other Association fees) payable to Processor as a result of this Agreement for the three calendar months in which such revenue was the highest during the preceding 12 calendar months, or such shorter period if this Agreement has not been in effect for 12 months, multiplied by the number of months remaining during the then current term of this Agreement. ▇▇▇▇▇▇▇▇ recognizes and agrees that the liquidated damages are fair and reasonable because it is not possible to establish the actual financial condition increase in volume and activity by Merchant during the term of this Agreement. Merchant shall also reimburse Processor for any Obligor; (h) damage, loss or expense incurred by Processor as a result of a breach by Merchant, including any statement, warranty, or representation made by any Obligor to Bank proves to be untrue damages set forth in any material respect; (i) any default addendum and/or schedule and/or exhibit hereto and including all past due, unpaid and/or future invoices for services rendered by any Obligor Processor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of connection with this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank Agreement. All such amounts shall be immediately due and payable without notice or by Merchant upon demand. Processor shall also have the option to require Merchant to reacquire all outstanding sales transactions acquired by Processor hereunder. In addition to, and not in limitation of the foregoing, Processor may refuse to provide the Services in the event it has not been paid for the Services as provided herein.

Default. If any 6.1 Upon the occurrence of the following events shall occur (each such event being herein referred to herein as an “"Event of Default”"): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed Event of trustDefault (as defined in the Credit Agreement, mortgagethe other Loan Documents, security agreement or any other document securing payment of this Notethe documents executed in connection with any of the Obligations), or (ii) any obligation default (after giving effect to any applicable grace or cure periods) under any such documents that does not have a defined set of "Events of Default," Agent may exercise any one or more of the rights and remedies granted pursuant to this Agreement or given to Agent under applicable law, as it may be amended from time to time, including but not limited to the right to take possession and sell or otherwise dispose of the Securities Collateral, and, at its option, exercise any rights of ownership pertaining to the Securities Collateral as Agent deems necessary to preserve the value and receive the benefits of the Securities Collateral. Pledgor waives all claims for damages by reason of any seizure, repossession, retention or sale of the Securities Collateral under the terms of this Agreement, other note than claims arising from the gross negligence or under willful misconduct of Agent. 6.2 The net proceeds arising from the disposition of the Securities Collateral after deducting expenses incurred by Agent will be applied to the Obligations in the order determined by Agent. If any excess remains after the proceeds have been applied to the Obligations, the same will be paid to Pledgor after deducting all costs and expenses of realizing on the Securities Collateral and enforcing the Obligations of Pledgor. If after exhausting all of the Securities Collateral, there should be a deficiency, Pledgor will be liable therefor to Agent, provided, however, that nothing contained herein will obligate Agent to proceed against the Securities Collateral prior to making a claim against Pledgor or any other agreement of any Obligor with party obligated under the Obligations or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy prior to proceeding against any assets of any Obligor; (g) any material adverse change in other collateral for the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandObligations.

Default. If Section 4.1 The occurrence of any “Event of Default” (as described in the following events shall occur Note), including without limitation the expiration of any applicable grace period (each such event being referred to herein as an “Event of Default”): ), shall, automatically (a) as described in the non-Note), or at the option of BOK, make all amounts then remaining unpaid on the Obligations immediately due and payable, and the liens, encumbrances and security interests evidenced or created hereby shall be subject to foreclosure in any manner provided for herein or provided for by law. Section 4.2 Upon the occurrence and during the continuance of any Event of Default, BOK may elect to treat the fixtures included in the Collateral either as real property or as personal property, but not as both, and proceed to exercise such rights as apply to the type of property selected. Section 4.3 Upon the occurrence and during the continuance of any Event of Default, in addition to all other rights and remedies herein conferred, BOK shall have all of the rights and remedies of a mortgagee under a mortgage with respect to all of the Collateral. This Instrument shall be effective as a mortgage, and, upon the occurrence of an Event of Default, may be foreclosed as to any of the Collateral in any manner permitted by applicable law, and any foreclosure suit nay be brought by BOK. The provisions set forth in this Section 4.3 shall not in any way limit any other provision of this Instrument. BOK shall, to the extent permitted by applicable law, have the right and power, but not the obligation, to enter upon and take immediate possession of the real property included in the Collateral or any part thereof, to exclude Mortgagor therefrom, to hold, use, operate, manage and control such real property, to make all such repairs, replacements, alterations, additions and improvements to the same as BOK may deem proper, to demand, collect and retain all other earnings, proceeds and other sums due or to become due with respect to such real property, accounting for and applying to the payment of the Obligations only the net earnings arising therefrom after charging against the receipts therefrom all costs, expenses, charges, damages and losses incurred by reason thereof plus interest thereon at an annual rate which equals the default rate of interest payable on overdue principal, as described in the Note, as fully and effectually as if BOK were the absolute owner of such real property and without any principal liability to Mortgagor in connection therewith. Section 4.4 Upon the occurrence and during the continuance of any Event of Default, BOK, in lieu of or interest on this Note in addition to exercising any other power, right or remedy herein granted or by law or equity conferred, may proceed by an action or actions in equity or at law for the seizure and sale of the real property included in the Collateral or any other Obligation on part thereof, for the date when due; (b) the death, dissolution, liquidation or insolvency specific performance of any Obligor; (c) covenant or agreement herein contained or in aid of the filing execution of any power, right or remedy herein granted or by law or against equity conferred, for the foreclosure or sale of such real property or any Obligor of a proceeding part thereof under the U.S. Bankruptcy Code; (d) judgment or decree of any court of competent jurisdiction, for the application for appointment of a receiver for, pending any foreclosure hereunder or the making sale of a general assignment such real property or any part thereof or for the benefit of creditors of, or the filing enforcement of any proceeding seeking any other relief afforded debtors appropriate equitable or affecting rights of creditors generally under legal remedy. Section 4.5 upon the laws occurrence and during the continuance of any jurisdiction Event of Default, in addition to all other powers, rights and remedies herein granted or by law or against any Obligor; (e) equity conferred, BOK shall have all of the default rights and remedies of an assignee and secured party granted by any Obligor applicable law, including the Uniform Commercial Code, and shall, to the extent permitted by applicable law, have the right and power, but not the obligation, to take possession of the personal property included in the payment Collateral, and for that purpose BOK may enter upon any premises on which any or performance all of such personal property is located and take possession of and operate such personal property or remove the same therefrom. BOK may require Mortgagor to assemble such personal property and make it available to BOK at a place to be designated by BOK which is reasonably convenient to both parties. The following presumptions shall exist and shall be deemed conclusive with regard to the exercise by BOK of any of its remedies with respect to personal property: (ia) If notice is required by applicable law, five days’ prior written notice of the time and place of any obligation under this Note public sale or under of the time after which any deed of trust, mortgage, security agreement private sale or any other document securing payment intended disposition thereof is to be made shall be reasonable notice to Mortgagor. No such notice is necessary if such property is perishable, threatens to decline speedily in value or is of this Notea type customarily sold on a recognized market. (b) Without in any way limiting the right and authority of BOK to sell or otherwise dispose of Collateral in a commercially reasonable manner, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligorfollowing, or any material discrepancy between of them, shall be considered commercially reasonable: (1) BOK may hold a public sale of the financial statements submitted Collateral in Denver, Colorado, or Houston, Texas, after having provided Mortgagor with five days’ notice of such sale and after having published notice of such sale by an advertisement in such publication as may be permitted or required under applicable state law, as BOK determines to be appropriate (which advertisement may be placed in the “classified” section), for a period of not less than five consecutive issues commencing not more than ten days prior to the sale; (2) the Collateral may be sold for cash; and (3) BOK or any Obligor other person owning, directly or indirectly, any interest in any of the Obligations may be a purchaser at such sale. Section 4.6 Upon the occurrence and during the actual financial condition continuance of any Obligor; (h) any statementEvent of Default, warrantyBOK may, or representation made by any Obligor with respect to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by the Collateral, subject to any Obligor mandatory requirements of applicable law, sell or have sold the real property or interests therein included in the Collateral or any attempt by any Obligor to do so; thenpart thereof at one or more sales, as an entirety or in parcels, at such place or places and otherwise in such manner and upon such notice as may be required by law or by this Instrument, or, in the option absence of Bankany such requirement, as BOK may deem appropriate. BOK may postpone the sale of such real property or interests therein or any part thereof by public announcement at the time and place of such sale, and from time to time thereafter may further postpone such sale by public announcement made at the time of sale fixed by the preceding postponement. Sale of a part of such real property or interests therein or any defective or irregular sale hereunder will not exhaust the power of sale, and sales may be made from time to time until all such property is sold without defect or irregularity or the Obligations are paid in full. BOK shall have the right to appoint one or more attorneys—in—fact to act in conducting the foreclosure sale and executing a deed to the purchaser. It shall not be necessary for any of the Collateral at any such sale to be physically present or constructively in the possession of BOK. Section 4.7 BOK or any other person owning, directly or indirectly, any interest in any of the Obligations shall have the right to become the purchaser at any sale made pursuant to the provisions of this Article v and shall have the right to credit upon the amount of the bid made therefor the amount payable to it under or in connection with the Obligations. Recitals contained in any conveyance to any purchaser at any sale made hereunder will conclusively establish the truth and accuracy of the matters therein stated, including without limitation nonpayment of the Obligations and advertisement and conduct of such sale in the manner provided herein or provided by law. Mortgagor hereby ratifies and confirms all legal acts that BOK may do in carrying out the provisions of this Instrument. Section 4.8 Effective upon the occurrence and during the continuance of any Event of Default, Mortgagor hereby waives and relinquishes, to the maximum extent permitted by law, and subject to any mandatory requirements of applicable law, Mortgagor hereby agrees that Mortgagor shall not at any time hereafter have or assert, any right under any law pertaining to: marshalling, whether of assets or liens, the full amount sale of this Note and all other obligations and liabilitiesproperty in the inverse order of alienation, direct the exemption of homesteads, the administration of estates of decedents, appraisement, valuation, stay, extension, redemption, subrogation, or contingentabatement, suspension, deferment, diminution or reduction of any Obligor to Bank of the Obligations (including, without limitation, setoff), now or hereafter in force. Mortgagor expressly agrees that BOK may offer the Collateral as a whole or in such parcels or lots as BOK, in its sole discretion elects, regardless of the manner in which the Collateral may be described. Section 4.9 All costs and expenses (including reasonable attorneys’ fees, legal expenses, filing fees, and mortgage, transfer, stamp and other excise taxes) incurred by BOK in perfecting, protecting and enforcing its rights hereunder, whether or not an Event of Default shall have occurred, shall be immediately due a demand obligation of Mortgagor to BOK and payable without notice shall bear interest at the rate provided in the Note, all of which shall be part of the Obligations. Section 4.10 The proceeds of any sale of the Collateral or demand.any part thereof made pursuant to this Article V shall be applied as follows:

Default. If (a) In the event that the Pledgor fails to pay to the Pledgee any Obligation when due or there shall otherwise occur an Event of Default (as defined in the Note) ("Default"), the Pledgee shall have all of the rights and remedies afforded to secured parties with respect to the Collateral as set forth in the Code as well as all other rights and remedies granted in the Note and this Agreement. Without limiting the generality of the foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the following events shall occur (each foregoing), in one or more parcels at public or private sale or sales, upon such event being referred to herein terms and conditions and at such prices as an “Event of Default”): (a) the non-payment it may deem advisable, for cash or on credit or for future delivery without assumption of any principal credit risk. The Pledgee shall have the right upon any such public sale or interest on this Note sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any other Obligation on part of the date when due; (b) Collateral so sold. The Pledgee shall apply any proceeds from time to time held by it and the death, dissolution, liquidation or insolvency net proceeds of any Obligor; such sale or other disposition, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to the satisfaction in whole or in part of the Obligations, in such order as the Pledgee may elect and only after such application and after the payment by the Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-504 (c1)(c) of the filing Code, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or against agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any Obligor delay in doing so. If any notice of a proceeding under proposed sale or other disposition of the U.S. Bankruptcy Code; Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (d10) the application for appointment days before such sale or other disposition. In any event, notice of a receiver for, proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the making of Pledgor and Abraham Weinzimer. The Pledgor recognizes that the Pledgee may be unable to effect a general assignment for the benefit of creditors of, or the filing public sale of any proceeding seeking any other relief afforded debtors or affecting rights all the Collateral by reason of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor certain restrictions contained in the payment Securities Act of 1933, as amended, and applicable state securities laws or performance otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of (i) purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any obligation such private sale may result in prices and other terms less favorable than if such sale were a public sale and agrees that any such private sale under this Note such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to use his best efforts to do or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves cause to be untrue in any material respect; (i) any default by any Obligor in the payment done all such other acts as may be necessary to make such sale or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty sales of all or any portion of the Collateral pursuant to this Note by section valid and binding and in compliance with any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct applicable requirements of law. (b) The rights of the Pledgee hereunder shall not be conditioned or contingent, contingent upon the pursuit by the Pledgee of any Obligor to Bank right or remedy against the Pledgor, any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Pledgee nor any of its affiliates or representatives shall be immediately due and payable without notice liable for any failure to demand, collect or demandrealize upon all or any part of the Collateral or for any delay in doing so, nor shall the Pledgee be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Default. If (a) In the event that, prior to the Closing but after the expiration of the Due Diligence Period, Purchaser obtains actual knowledge of any information (from whatever source, including, without limitation, the Disclosure Materials, as a result of any inspections of the Property, by disclosure from Seller or Seller’s agents and employees or otherwise) that contradicts in any material manner any of the following events representations and warranties of Seller contained herein, renders any of such representations and warranties materially untrue or incorrect, Purchaser shall occur (each such event being referred have the right, exercisable by giving written notice to herein as an “Event of Default”): (a) Seller prior to the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the deathClosing, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of either (i) to terminate this Agreement, in which case neither party shall have any obligation under further rights or obligations hereunder (except as may be expressly provided to the contrary elsewhere in this Note Agreement), and any money (including, without limitation, the Deposit) or under any deed of trust, mortgage, security agreement or any other document securing payment of this Notedocuments in escrow shall be returned to the party depositing the same, or (ii) to accept the Property notwithstanding such information and nevertheless consummate the transaction contemplated by this Agreement, and in either case Seller shall have no liability with respect to such information and/or any of such representations and warranties contradicted or made untrue or incorrect thereby. In the event, prior to the Closing, Seller materially defaults in any other manner under this Agreement, Purchaser shall have the right, exercisable by giving written notice to Seller prior to the Closing, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except as may be expressly provided to the contrary elsewhere in this Agreement), and any money (including, without limitation, the Deposit and all interest accrued thereon) or documents in escrow shall be returned to the party depositing the same, or (ii) to accept the Property notwithstanding such default by waiving such default and nevertheless consummating the transaction contemplated by this Agreement, in which event thereafter Seller shall have no liability with respect to such default. In the event Seller’s default consists of or results in Seller’s refusal, failure or inability to convey the Property, Purchaser’s sole remedy shall be to elect either (i) to bring an action for specific performance; provided, however, that in any such action, Purchaser shall not be entitled to any monetary damages, or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except as may be expressly provided to the contrary elsewhere in this Agreement), and any money (including, without limitation, the Deposit and all interest accrued thereon) or documents in escrow shall be returned to the party depositing the same and Seller shall reimburse Purchaser’s out-of-pocket expenses not to exceed Seventy-Five Thousand Dollars ($75,000.00). Any suit for specific performance under this Section shall be actionable and enforceable if and only if Purchaser delivers written notice to Seller of its intention to file a suit for specific performance against Seller within thirty (30) days after the date on which the Closing shall have failed to occur. Furthermore, as an inducement to Seller to enter into this Agreement, Purchaser agrees that Purchaser shall be deemed to have irrevocably elected to waive its right to file a suit for specific performance under this Section if such suit is not filed by Purchaser and served on Seller within sixty (60) days after the date on which the Closing shall have failed to occur. In the event of any breach or default by Seller, which occurs or which Purchaser first discovers after the Closing, Purchaser shall be limited to recovering its actual damages but not any consequential damages. Each of Purchaser and Seller also acknowledges and agrees that the occurrence of any event of default by the seller described in the second grammatical paragraph of Section 17(a) of any of the Other Sales Contracts shall constitute a material event of default by Seller hereunder and shall entitle Purchaser to exercise its remedies under this Section. (b) In the event the transaction herein provided shall not close solely by reason of Purchaser’s default, the Deposit, plus any interest accrued thereon, shall be paid to and retained by Seller as liquidated damages. The amount paid to and retained by Seller as liquidated damages shall be Seller’s sole and exclusive remedy if Purchaser fails to close the purchase of the Property when it is obligated to do so. The parties hereto expressly agree and acknowledge that Seller’s actual damages in the event of a default by Purchaser hereunder with respect to its obligation to purchase the Property would be extremely difficult, if not impossible, to ascertain and that the amount of the deposit plus any interest accrued thereon is a fair estimate of such damages, which has been agreed to in an effort to cause the amount of such damages to be certain. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to Seller. Notwithstanding anything to the contrary contained in this Section 17(b), Seller and Purchaser agree that this liquidated damages provision is not intended and should not be deemed or construed to limit in any way Purchaser’s indemnity obligations under Sections 5, 18 and 20(j). Each of Purchaser and Seller also acknowledges and agrees that in the event the transaction contemplated under any of the Other Sales Contracts shall not close solely by reason of the Purchaser’s default thereunder, such default shall constitute a material event of default by Purchaser hereunder and shall entitle Seller to exercise its remedies under this Section. (c) Purchaser acknowledges and agrees that its recourse against Seller under this Agreement for a default by Seller hereunder occurring prior to or at the Closing is limited to the remedies set forth in Section 17 hereof. In connection with any post-closing remedy which Purchaser may have against Seller for any matter, including, without limitation, any breech of any covenant, indemnity or other note matter arising under this Agreement that survives Closing or any documents executed by Seller pursuant hereto or in connection herewith, such remedy shall be limited to actual damages (including, without limitation, reasonable legal fees and expenses) incurred by Purchaser not to exceed $1,000,000 in the aggregate for any and all claims; provided, however, that the foregoing limitation on liability shall not apply to Seller’s obligations under Sections 13, 18 or 20(j). For the avoidance of doubt, the foregoing cap on liability under this Agreement shall not apply to the sellers’ liability under the Other Sales Contracts, each of which shall set forth its own cap in liability thereunder. (d) In no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, speculative, indirect or punitive damages, and Purchaser hereby waives any right to any of these. Any claim or claims or action or actions at law for actual damages brought after the Closing by Purchaser against Seller based upon a misrepresentation or a breach of a covenant, indemnity or warranty under this Agreement or under any other agreement documents executed by Seller pursuant hereto or in connection herewith shall be actionable or enforceable if and only if written notice of such claim or claims is delivered by Purchaser to Seller no later than the last day of the Survival Period, and Seller and Purchaser acknowledge and agree that the Survival Period is reasonable and in compliance with the “reasonable” standard required and set forth in the Notice Statute. Additionally, no such claim or action at law may be filed more than two (2) years and one (1) day after the date of Closing, Purchaser waiving the right to file any such claim or action at law at any later date. In no event shall Purchaser seek or attempt to obtain any recovery or judgment against any of Seller’s partners, members or owners (or their constituent partners, members or owners) or any director, officer, member, employee or shareholder of any Obligor with of the foregoing. (e) The provisions of Section 17 shall survive the Closing or in favor any termination of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change this Agreement. The term “survive” as used in the financial condition of any Obligorpreceding sentence, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any using a portion of this Note by any Obligor or any attempt by any Obligor to do so; thenthe language of the Notice Statute, shall mean that Purchaser may give written notice, at any time and from time to time after the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingentClosing, of any Obligor claim or claims for actual damages prior to Bank the expiration of the Survival Period as a condition precedent to its right to ▇▇▇ Seller for any misrepresentation or breach of a covenant, indemnity or warranty under this Agreement or under any documents executed by Seller pursuant hereto or in connection herewith, and such claims and right shall be immediately due not merge into the Deed or any documents executed by Seller pursuant hereto or in connection herewith, but such claims and payable without notice or demandright shall continue after the Closing throughout the Survival Period.

Default. If any Each of the following events shall occur (each such be deemed to be an event being referred to herein as an “Event of Default”): default by Tenant and a breach by Tenant hereunder: (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against Tenant or any Obligor assignee or guarantor of this Lease in any court pursuant to any statute either of the United States or of any state, of a proceeding under petition in bankruptcy or insolvency or a petition for reorganization or for the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, or trustee of all or a portion of the property of Tenant or such assignee or guarantor or the making by Tenant or such assignee or guarantor of a general an assignment for the benefit of creditors ofcreditors, or the petitioning for or entering into an arrangement pursuant to any statute either of the United States or of any state by Tenant or such assignee or guarantor or the taking of this Lease under any post-judgment writ of execution or attachment, or the issuance of any post-judgment, execution or attachment against Tenant or such assignee or guarantor or any of their property, or the dissolution or liquidation or commencement of any action or proceeding for the dissolution or liquidation of Tenant or such assignee or guarantor, provided, however, that Tenant shall not be deemed to be in default hereunder by reason of the filing of any proceeding seeking petition for reorganization under Chapter 11 of the Bankruptcy Act if, and for so long as (x) Tenant shall pay to Landlord, as, when, and in the amount(s) due and payable pursuant to the terms of this Lease, all Rent and Additional Rent which shall accrue and become due and payable prior to the filing of such petition and all Rent which shall accrue and become due and payable subsequent to the filing of such petition, and (y) Tenant shall operate its business in the Premises in the same manner as it had been operated prior to the filing of such reorganization petition, and (z) Tenant shall, in all other respects, pay all other sums and perform all other duties and obligations on its part to be paid and performed under this Lease; or (b) the passing of this Lease to or the devolution of this Lease upon any person, firm or entity other relief afforded debtors than Tenant or affecting rights a permitted assignee or subtenant, whether by operation of creditors generally under law or otherwise; or (c) the laws Leased Premises being abandoned within the meaning of Section 83.05 of the Florida Statutes; or (d) the Leased Premises becoming vacant or deserted at any jurisdiction by time prior to the first anniversary of the Commencement Date and remaining so for ten (10) or against any Obligormore consecutive days; or (e) the Leased Premises becoming vacant or deserted at any time subsequent to the first anniversary of the Commencement Date and remaining so for thirty (30) or more days; or (f) default by any Obligor Tenant in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement all Rent or any part thereof as and when same is due, or in the making of any other document securing payment herein provided for and the continuation of such default for a period of five (5) days after Landlord shall have given Tenant a written notice specifying the default in question, provided however that if Tenant shall fail, refuse or neglect, for any reason, to pay any portion of any Rent or other sum due hereunder on more than two (2) occasions in any period of twelve (12) consecutive months during the term of this NoteLease, or (ii) any obligation under any other note or under any other agreement of any Obligor with or then, notwithstanding that such prior defaults shall have been cured within the period after notice provided in favor of Bank; this SubParagraph 32 (f), any further similar default during such twelve (12) any judgment, garnishment, seizure, tax lien month period shall be deemed to be deliberate and shall constitute a material event of default hereunder with respect to which no notice or levy against any assets of any Obligorgrace period shall be granted or available to Tenant; or (g) any material adverse change default by Tenant in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilitiesother duty, indebtedness obligation, covenant, or obligations agreement on Tenant’s part to any other creditor; be performed under this Lease and the continuation of such default for thirty (j30) any mergerdays after Landlord shall have given to Tenant a written notice specifying the nature of such default, consolidation provided however that if said default shall be of such a nature that it cannot reasonably be cured or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or remedied within said thirty (k30) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bankday period, the full amount same shall not be deemed an event of this Note default if Tenant shall have commenced, in good faith, the curing or remedying of such default within such thirty (30) day period and all other obligations shall thereafter continuously and liabilities, direct or contingent, of any Obligor diligently proceed therewith to Bank shall be immediately due and payable without notice or demandcompletion.

Default. If any Any one of the following events occurrences shall occur (each such event being referred to herein as constitute an “"Event of Default”): " under this Unsecured Revolving Credit Note provided that Lender shall be required to give written notice of same: (a) The failure of Borrower to repay all outstanding Principal on or before the non-payment Maturity Date or timely deliver Shares upon a Conversion; (b) The failure of Borrower to promptly perform any principal obligation of Borrower under, a breach of, or interest on the existence of an Event of Default as defined in this Note Note, or any other Obligation on the date when duenote, debt or claim owed by Borrower to Lender; (b) the death, dissolution, liquidation or insolvency of any Obligor; or (c) the filing by Borrower becomes insolvent, bankrupt or against any Obligor generally fails to pay its debts as such debts become due; is adjudicated insolvent or bankrupt; admits in writing its inability to pay its debts; or shall suffer a custodian, receiver or trustee for it or substantially all of a proceeding under the U.S. Bankruptcy Codeits property to be appointed and if appointed without its consent, not be discharged within sixty (60) consecutive days; (d) the application for appointment of a receiver for, the making of a general makes an assignment for the benefit of creditors ofcreditors; or suffers proceedings under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or the release of debtors to be instituted against it and if contested by it not dismissed or stayed within sixty (60) consecutive days; if proceedings under any law related to bankruptcy, insolvency, liquidation, or the filing reorganization, readjustment or the release of any proceeding seeking any other relief afforded debtors is instituted or affecting rights of creditors generally under the laws of any jurisdiction commenced by or against Borrower; if any Obligororder for relief is entered relating to any of the foregoing proceedings; (e) the default if Borrower shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or if Borrower shall by any Obligor in the payment act or performance failure to act indicate its consent to, approval of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue acquiescence in any material respect; (i) any default by any Obligor in of the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandforegoing.

Default. If The occurrence of any of the following events following, after the expiration of any applicable cure or grace period without cure, shall occur constitute a breach and material default (each such event being referred to herein as an “Event of Default”): ) of this License Agreement by Licensee: (ai) The failure of Licensee to pay or cause to be paid when due the non-payment of Fee or any principal or interest on this Note portion thereof or any other Obligation on the date when charges required by this License Agreement to be paid by Licensee within ten (10) days after such payment is due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or ; (ii) The abandonment of the Premises and operation thereof by Licensee for a consecutive period of sixty (60) days or more; or (iii) The failure of Licensee to observe, perform or cause to be done any obligation under material act, other than payment of monies, required by this License Agreement (except for acts covered by any other note or under any other agreement provision of any Obligor with or in favor this paragraph 18(a)), within thirty (30) days of Bankreceipt by Licensee of written notice from Licensor of such failure; or (fiv) any judgmentLicensee causing, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligorpermitting, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statementsuffering, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of BankLicensor, any act when this Agreement requires Licensor’s prior written consent or prohibits such act; or or (kv) any discontinuance or termination The occurrence of any guaranty event of all insolvency or bankruptcy with respect to Licensee, including any portion of this Note the following by any Obligor way of illustration: (A) Any general assignment or any attempt by any Obligor to do so; then, at general arrangement for the option benefit of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, creditors; (B) The filing of any Obligor petition by or against Licensee to Bank shall have Licensee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, unless such petition is filed against Licensee and the same is dismissed within sixty (60) days; (C) The appointment of a trustee or receiver to take possession of substantially all of Licensee’s assets or of Licensee’s interest in this License Agreement; or (D) The attachment, execution or other judicial seizure of the Equipment, substantially all of Licensee’s assets or of Licensee’s interest in this License Agreement; or (vi) The failure of Licensee to maintain the insurance required to be immediately due and payable without notice or demandmaintained pursuant to paragraph 16 hereof.

Default. If (a) Whenever a Default exists, the Administrative Agent may exercise from time to time any rights and remedies available to it under the UCC, under any other applicable law and in the subsections set forth below in this Section 7. (b) Each Debtor agrees, in case of Default, (i) to assemble, at its expense, all its Inventory and other Goods (other than Fixtures) at a convenient place or places acceptable to the Administrative Agent, and (ii) at the Administrative Agent’s request, to execute all such documents and do all such other things which may be necessary in order to enable the Administrative Agent or its nominee to be registered as owner of the Intellectual Property with any competent registration authority. (c) Each Debtor hereby agrees and acknowledges that (i) with respect to Collateral that is: (A) perishable or threatens to decline speedily in value or (B) is of a type customarily sold on a recognized market (including Investment Property), no notice of disposition need be given; and (ii) with respect to Collateral not described in clause (i) above, notification sent after default and ten days before any proposed disposition provides notice with a reasonable time before disposition. (d) Each Debtor hereby agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Computer Hardware and Software or Intellectual Property may be by lease or license of, in addition to the sale of, such Collateral. Each Debtor further agrees and acknowledges that a disposition (i) made in the usual manner on any recognized market, (ii) at the price current in any recognized market at the time of disposition or (iii) in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition shall, in each case, be deemed commercially reasonable. (e) Any cash proceeds of any disposition by the Administrative Agent of any of the following events Collateral shall occur (each such event being referred be applied by the Administrative Agent to herein as an “Event payment of Default”): (a) Costs and Expenses, and thereafter to the non-payment of any principal and all of the Liabilities in such order of application as the Administrative Agent may from time to time elect, and thereafter any surplus will be paid to the applicable Debtor or interest on this Note as a court of competent jurisdiction shall direct. The Administrative Agent need not apply or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency pay over for application noncash proceeds of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of collection and enforcement unless (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or the failure to do so would be commercially unreasonable and (ii) any obligation under any other note the applicable Debtor has provided the Administrative Agent with a written demand to apply or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandpay over such noncash proceeds on such basis.

Default. If any Each of the following events shall occur (each such event being referred to herein as be an “Event of Default”): ” hereunder: (a) The Company commits a material breach of the non-payment of any representations, warranties or covenants in the Purchase Agreement which is not cured within 5 calendar days after notice thereof from the Investor; (b) The Company’s failure to pay all unpaid principal or and accrued interest on outstanding under this Note on the Maturity Date; (c) The voluntary dissolution or liquidation of the Company; (d) The Company’s voluntary cessation of business operations; (e) The Company’s closing of an Acquisition or Asset Transfer (each as defined in the Company’s Amended and Restated Articles of Incorporation (the “Articles”)) (except that an Acquisition or Asset Transfer shall not include a reincorporation of the Company solely to effect a change of domicile of the Company); (f) The occurrence of an event of default related to any indebtedness of the Company which is not cured within 15 calendar days; (g) The Company files a petition or action for relief under any bankruptcy, insolvency or moratorium law or any other Obligation on law for the date when due; (b) the deathrelief of, dissolutionor relating to, liquidation debtors, now or insolvency of hereafter in effect, or makes any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing takes any action in furtherance of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligorforegoing; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; or (h) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days) under any statement, warrantybankruptcy statute now or hereafter in effect, or representation made by any Obligor a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment take possession, custody or performance control of any material liabilitiesproperty of the Company. Upon the occurrence of an Event of Default, indebtedness or obligations to any all unpaid principal, accrued interest and other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; thenamounts owing hereunder shall, at the option of Bankthe Investor, and, in the case of an Event of Default pursuant to (g) or (h) above, automatically, be immediately due, payable and collectible by the Investor pursuant to applicable law. Subject to the provisions hereof, the full amount of this Note Investor shall have all rights and all other obligations and liabilitiesmay exercise any remedies available to it under law, direct successively or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandconcurrently.

Default. If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): If: (a) the non-Debtor or other obligor of any Obligation secured by this agreement defaults in the payment of any principal Obligation or interest on this Note other liability now existing or hereafter arising, to the Bank or any third party; (b) a default shall occur under the terms of any note, guaranty, loan agreement or any other document which evidences or secures any Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; secured by this agreement; (c) the filing a petition in bankruptcy is filed by or against the Debtor or other obligor of any Obligor of a proceeding under the U.S. Bankruptcy Code; Obligation secured by this agreement; (d) the application for appointment of a receiver for, is appointed for the making of a general Debtor; (e) the Debtor makes an assignment for the benefit of creditors creditors; (f) the Debtor becomes a party to any proceeding for an adjustment, settlement, arrangement, extension or composition of, or the filing other relief from, its debts; (g) there is a breach of any proceeding seeking any other relief afforded debtors representation, warranty, covenant or affecting rights of creditors generally under agreement made herein by the laws of any jurisdiction by or against any Obligor; Debtor; (eh) the default by Debtor has misrepresented any Obligor material fact herein or has made or hereafter makes such misrepresentation in any statement to the payment Bank, or performance of in any writing supplemental or ancillary hereto; or (i) any obligation under this Note or under any deed of trustevent occurs which, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the Bank's absolute discretion, impairs the financial responsibility or condition of any Obligor, the Debtor or any material discrepancy between the financial statements submitted by any Obligor and value of the actual financial condition of any Obligor; (h) any statement, warranty, Collateral or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so's security interest therein; then, at the option in any such event (each, an "Event of BankDefault"), the full amount of this Note and Bank may, at its option, declare all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be Obligations secured hereby immediately due and payable payable, and the Bank may require the Debtor to assemble the Collateral and make it available to the Bank at a place which is reasonably convenient to the Bank and the Debtor. In addition, the Bank shall have, and may exercise, all the rights and remedies conferred upon secured parties by the Uniform Commercial Code and other applicable laws. The Debtor hereby irrevocable appoints the Bank as Debtor's attorney-in-fact, with full authority in the place and stead of Debtor and in the name of Debtor or otherwise, upon the occurrence of an Event of Default, to take any action and to execute any instrument that the Bank may deem necessary or advisable to accomplish the purposes of this Agreement, including, without notice limitation: (a) to assign, pledge, convey or demandotherwise transfer title in or dispose of the Collateral to any third person, and (b) to file any claims, to take any action or institute any proceedings which the Bank may deem necessary or desirable to enforce the rights of the Bank with respect to any of the Collateral.

Default. If Time is of the essence with respect to ▇▇▇▇▇▇’s performance of its obligations under this Agreement. Lessor may declare this Lease in default if any one or more of the following events shall occur (each such event being referred to herein as an “Event of Default”): occurs: (a) the non-Lessee fails to make any payment of any principal or interest on this Note or any other Obligation on the date required hereunder when due; (b) Lessee fails to maintain in force at all times the death, dissolution, liquidation or insolvency of any Obligorrequired insurance; (c) Lessee fails to properly operate, maintain or repair the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy CodeEquipment; (d) Lessee fails to observe or perform any other covenant or requirement of this Lease, which failure is not cured to Lessor’s satisfaction within five (5) days after Lessor’s notice to Lessee thereof; (e) Lessee attempts to sell, transfer or encumber the application Equipment; (f) a voluntary or involuntary proceeding is instituted in any court of competent jurisdiction, seeking a decree or order (i) for appointment relief in respect of a receiver forLessee under any applicable bankruptcy, the making of a general insolvency, reorganization, assignment for the benefit of creditors ofcreditors, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Notesimilar law, or (ii) any obligation under any other note for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or under any other agreement similar official of any Obligor with Lessee or in favor its property, or (iii) for the winding up or liquidation of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligorthe Lessee’s affairs; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any ObligorLessee shall generally fail to pay its debts as they come due; and/or (h) Lessee, in Lessor’s opinion, shall become financially insecure. At any statementtime after such declaration, warrantyLessor may enter, with or representation made by without legal process, any Obligor premises where the Equipment is located and take possession thereof. Lessee shall provide Lessor with unobstructed ingress and egress for such purpose. Furthermore, ▇▇▇▇▇▇ shall immediately pay to Bank proves Lessor all amounts then due hereunder and all costs of removal and repossession of the Equipment. Lessor’s remedies herein shall be cumulative and are in addition to be untrue all other remedies existing at law or in any material respectequity, including but not limited to, (a) terminate this Agreement and all rights of Lessee hereunder; (ib) to declare the entire unpaid rent due (including any default by rent accruing during any Obligor in the payment or performance of any material liabilities, indebtedness or obligations minimum rental term) to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable payable; (c) to enter the premises where the Equipment is located, take possession of and remove the Equipment or render the Equipment inoperable, with or without notice legal process; (d) to demand that Lessee surrender and deliver up possession of the Equipment to Lessor; (e) with or demandwithout terminating this Agreement, to re-let the Equipment on such terms and conditions as are then available and otherwise acceptable to Lessor, and apply rent payments received, after deduction of all costs and expenses incurred by Lessor, to amounts due from Lessee under this Agreement; and (f) within Lessor’s sole discretion, but without any obligation, to take such action or make any payment to remedy any default, including but not limited to, procuring any required insurance coverage, paying any fine, imposition, penalty, taxes or fees incurred to recover and/or release the Equipment from any forfeiture, seizure, confiscation or similar proceeding, or from any lien or other encumbrance imposed on the Equipment, all such payments of which shall be reimbursed by Lessee. In addition to the payment of any amounts due Lessor hereunder, Lessee shall be responsible for and shall reimburse Lessor for all costs and expenses incurred by Lessor in connection with the exercise of any rights and remedies hereunder, including all expenses incurred in the removal and transportation of the Equipment to Lessor’s premises, any cleaning, service and/or repair of the Equipment, and in the enforcement of the terms and conditions of this Agreement or damages recoverable hereunder, including costs of collection and reasonable attorney’s fees (including fees and expenses incurred in any bankruptcy proceeding or on appeal) .

Default. If Notwithstanding any other provision of this Agreement, the occurrence of any of the following events shall occur or conditions will also constitute a default (each such event being referred to herein as an the “Event of Default”): ) under this Agreement by the Borrower: (a) the non-payment Borrower does not observe or perform any of any principal or interest on the Borrower’s obligations under this Note or any other Obligation on Agreement and shall fail to cure such default within 30 calendar days after receipt of notice thereof in writing by the date when due; Borrower from a Lender; (b) any representation, warranty, covenant or statement made by or on behalf of the death, dissolution, liquidation Borrower to a Lender is untrue in any material respect at the time when or insolvency as of any Obligor; which it was made; (c) the filing by Borrower ceases or against threatens to cease to carry on in the normal course the Borrower’s business or any Obligor of a proceeding under the U.S. Bankruptcy Code; material part thereof; (d) a proceeding shall have been instituted in a court having jurisdiction seeking a decree or order for relief in respect of the application Borrower in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or for the appointment of a receiver forreceiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the making Borrower for any substantial part of the Borrower’s property, or for the winding-up or liquidation of the Borrower’s affairs; (e) the Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of any order for relief in an involuntary case under any such law or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Borrower or for any substantial part of the Borrower’s property, or shall make a general assignment for the benefit of creditors ofcreditors, or shall fail generally to pay the filing Borrower’s debts as they become due, or shall take any action in furtherance of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligorforegoing; or (ef) the default by Borrower defaults under any Obligor in the payment or performance of (i) any obligation under this Note material contract to which it is a party or under any deed of trust, mortgage, security loan or other financing contract or agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandwhich it is a party.

Default. If (a) In the event that the Pledgor fails to pay to the Pledgee any Obligation when due or there shall otherwise occur an Event of Default (as defined in the Note) ("Default"), the Pledgee shall have all of the rights and remedies afforded to secured parties with respect to the Collateral as set forth in the Code as well as all other rights and remedies granted in the Note and this Agreement. Without limiting the generality of the foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the following events shall occur (each foregoing), in one or more parcels at public or private sale or sales, upon such event being referred to herein terms and conditions and at such prices as an “Event of Default”): (a) the non-payment it may deem advisable, for cash or on credit or for future delivery without assumption of any principal credit risk. The Pledgee shall have the right upon any such public sale or interest on this Note sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any other Obligation on part of the date when due; (b) Collateral so sold. The Pledgee shall apply any proceeds from time to time held by it and the death, dissolution, liquidation or insolvency net proceeds of any Obligor; such sale or other disposition, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to the satisfaction in whole or in part of the Obligations, in such order as the Pledgee may elect and only after such application and after the payment by the Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-504 (c1)(c) of the filing Code, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or against agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any Obligor delay in doing so. If any notice of a proceeding under proposed sale or other disposition of the U.S. Bankruptcy Code; Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (d10) the application for appointment days before such sale or other disposition. In any event, notice of a receiver for, proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the making of a general assignment Pledgor and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. The Pledgor shall remain liable for any deficiency if the benefit of creditors of, or the filing proceeds of any proceeding seeking sale or other disposition of the Collateral are insufficient to pay all of the Obligations and any other relief afforded debtors or affecting rights and all costs and expenses of creditors generally under every kind incurred by the laws Pledgee with respect to the collection of such deficiency, including, without limitation, all reasonable fees and disbursements of any jurisdiction attorneys employed by the Pledgee. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of any or against any Obligor; (e) all the default Collateral by any Obligor reason of certain restrictions contained in the payment Securities Act of 1933, as amended, and applicable state securities laws or performance otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of (i) purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any obligation such private sale may result in prices and other terms less favorable than if such sale were a public sale and agrees that any such private sale under this Note such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to use his best efforts to do or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves cause to be untrue in any material respect; (i) any default by any Obligor in the payment done all such other acts as may be necessary to make such sale or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty sales of all or any portion of the Collateral pursuant to this Note by section valid and binding and in compliance with any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct applicable requirements of law. (b) The rights of the Pledgee hereunder shall not be conditioned or contingent, contingent upon the pursuit by the Pledgee of any Obligor to Bank right or remedy against the Pledgor, any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Pledgee nor any of its affiliates or representatives shall be immediately due and payable without notice liable for any failure to demand, collect or demandrealize upon all or any part of the Collateral or for any delay in doing so, nor shall the Pledgee be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Default. If an Investor (or any of its affiliates) defaults on its obligation to fund its Investment Commitment in accordance with the following events shall occur terms of its Equity Commitment Letter or breaches its obligations under the Cooperation Agreement, its Limited Guaranty, its Equity Commitment Letter or this Agreement (each a “Defaulting Investor”), and such event being referred default causes the Investors (or their respective affiliates) or the Acquisition Entities to herein as an become liable to make any payments (including the Termination Fee) pursuant to the Purchase Agreement, the Equity Commitment Letters, the Limited Guaranties or otherwise in respect of the Transaction, then the Defaulting Investor will be responsible for all such amounts payable (or previously paid) by any Investor that is not a Defaulting Investor (a “Event of DefaultNon-Defaulting Investor”): (a) ), other than any amounts that are paid to fund the non-payment of the Purchase Price under the Purchase Agreement if the Transaction is consummated, as well as all fees, costs and expenses incurred by the Non- Defaulting Investors in connection with the Transaction or in connection with any principal or interest on this Note or any other Obligation on the date when due; (b) the deathclaim made by Seller, dissolution, liquidation or insolvency HFSG of any Obligor; of their Affiliates against it in respect of the Transaction (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver forcollectively, the making “Default Costs”). The Defaulting Investor hereby agrees to indemnify the Non-Defaulting Investors in respect of all Default Costs and shall pay all of such Default Costs to the Non- Defaulting Investors (or in accordance with the Non-Defaulting Investors’ direction) promptly after their incurrence. For greater certainty, if there is more than one Defaulting Investor, the Default Costs will be borne by the Defaulting Investors on a general assignment for pro rata basis that corresponds to their Investment Commitments promptly after their incurrence; provided that, in the benefit of creditors of, or the filing case of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of Defaulting Investor that is not a Lead Investor, (i) any obligation under this Note or under any deed the Lead Investor associated with such Investor as identified on Annex A (the “Corresponding Lead Investor”) agrees to jointly indemnify the Non-Defaulting Investors in respect of trust, mortgage, security agreement or any other document securing payment of this Note, or all Default Costs owed by the Defaulting Investor and (ii) the Defaulting Investor agrees to promptly pay to the Corresponding Lead Investor any obligation under any Default Costs paid by the Corresponding Lead Investor to the other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgmentNon-Defaulting Investors. For greater certainty, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bankif there is more than one Defaulting Investor, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor Default Costs will be borne by the Defaulting Investors on a pro rata basis that corresponds to Bank shall be immediately due and payable without notice or demandtheir Investment Commitments.

Default. At the option of the Lender, the security hereby granted shall become enforceable upon the happening of any of the following events: (a) If the Debtor or the Guarantor fail to pay or perform when due any of the Obligations; (b) If the Debtor or the Guarantor fail to perform any provisions of this Agreement or of any other agreement to which the Debtor or the Guarantor and the Lender are parties; (c) If any of the following events shall occur (each such event being referred representations and warranties in this Agreement was incorrect when made or deemed to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; have been made; (d) If the application for appointment Debtor or the Guarantor ceases or threatens to cease to carry on its business, commits an act of a receiver forbankruptcy, the making becomes insolvent, makes an assignment or bulk sale of a general assignment for the benefit of creditors ofits assets, or the filing of any proceeding seeking any other relief afforded debtors proposes a compromise or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; arrangement to its creditors; (e) the default by If any Obligor in the payment proceeding is taken with respect to a compromise or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Notearrangement, or (ii) any obligation under any other note to have the Debtor or under any other agreement the Guarantor declared bankrupt or wound up, or to have a receiver appointed of any Obligor with part of the Collateral or in favor if any encumbrancer takes possession of Bank; any part thereof; (f) If any judgmentexecution, garnishment, seizure, tax lien sequestration or levy against any assets other process of any Obligor; court becomes enforceable against the Debtor or the Guarantor or if any distress or analogous process is levied upon the Collateral or any part thereof; (g) any material adverse change If the Lender in good faith believes that the financial condition prospect of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilitiesof the Obligations is impaired; and in such event: (a) The Lender may, indebtedness or obligations in addition to any other creditor; (j) any mergerrights, consolidation or change appoint by instrument in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty writing a receiver of all or any portion part of the collateral and remove or replace such receiver from time to time or may institute proceedings in any Court of competent jurisdiction for the appointment of such a receiver. Where the Lender is hereafter in this paragraph referred to the terms shall, where the context permits, include any Receiver so appointed and the officers, employees, servants or agents of such Receiver. (b) The Guarantor will forthwith upon demand assemble and deliver to the Lender possession of all the Collateral at such place as may be specified by the Lender. In any event, at its option the Lender may take such steps as it considers necessary or desirable to obtain possession of all or any part of the Collateral, and to that end the Guarantor agrees that the Lender may by its servants, agents or Receiver at any time during the day or night, enter upon lands and premises, and if necessary break into houses, buildings and enclosures, wheresoever and whatsoever where the Collateral may be found for the purpose of taking possession of and removing the Collateral or any part thereof. (c) The Lender may seize, collect, realize, borrow money on the security of, release to third parties or otherwise deal with the Collateral or any part thereof in such manner, upon such terms and conditions and at such time or times as may seem to it advisable and without notice to the Guarantor (except as otherwise required by any applicable law), and may charge on its own behalf and pay to others reasonable sums for expenses incurred and for services rendered (expressly including legal advices and services, and receivers and accounting fees) in or in connection with seizing, collecting, realizing borrowing on the security of, selling or obtaining payment of the Collateral and may add the amount of such sums to the indebtedness of the Debtor. (d) At its option, to be notified to the Guarantor in the manner provided by the governing statute, the Lender may elect to retain all or any part of the Collateral in satisfaction of the obligations to it of the Debtor or the Guarantor. (e) The Lender shall not be liable or accountable for any failure to seize, collect, realize, sell or obtain payment of the Collateral or any part thereof and shall not be bound to institute proceedings for the purpose of seizing, collecting, realizing or obtaining possession or payment of the same or for the purpose of preserving any rights of the Lender, the Debtor or the Guarantor or any other person, firm or corporation in respect of same. (f) The Lender may grant extensions of time and other indulgences, take and give up securities, accept compositions, grant releases and discharges, release any part of the Collateral to third parties and otherwise deal with the Debtor, the Guarantor, debtors of the Debtor or the Guarantor, sureties and others and with the Collateral and other securities as the Lender may see fit without prejudice to the liability of the Debtor or the Guarantor or the Lender's right to hold and realize the Collateral. (g) All monies collected or received by the Lender in respect of the Collateral may be applied on account of such parts of the indebtedness and liability of the Debtor or the Guarantor as to the Lender seems best or may be held unappropriated in a collateral account or in the discretion of the Lender may be released to the Debtor or the Guarantor, all without prejudice to the Lender's claims upon the Debtor or the Guarantor. (h) In the event of the Lender taking possession of the said Collateral, or any part thereof in accordance with the provisions of this Note Agreement, the Lender shall have the right to maintain the same upon the premises on which the Collateral may then be situate, and for the purpose of such maintaining shall be entitled to the free use and enjoyment of all necessary buildings, premises, housing, shelter and accommodation for the proper maintaining, housing and protection of the said Collateral, and for its servant or servants, assistant or assistants, and the Guarantor covenants and agrees to provide the same without cost or expense to the Lender until such time as the Lender shall determine in its discretion to remove, sell or otherwise dispose of the said Collateral so taken possession of by any Obligor it as aforesaid. (i) To facilitate the realization of the Collateral the Lender may carry on or concur in the carrying on of all or any attempt part of the business of the Debtor or the Guarantor and may to the exclusion of all others, including the Debtor or the Guarantor, enter upon, occupy and use all or any of the premises, buildings, plant and undertaking of or occupied or used by the Debtor or the Guarantor and use all or any Obligor of the tools, machinery and equipment of the Debtor or the Guarantor for such time as the Lender sees fit, free of charge, to do so; thenmanufacture or complete the manufacture of any inventory and to pack and ship the finished product, and the Lender shall not be liable to the Debtor or the Guarantor for any neglect in so doing or in respect of any rent, charges, depreciation or damages in connection with such actions. (j) The Lender may, if it deems it necessary for the proper realization of all or any part of the Collateral, pay any encumbrance, lien, claim or charge that may exist or be threatened against the same and in every such case the amounts so paid together with costs, charges and expenses incurred in connection therewith shall be added to the obligations of the Debtor to the Lender as hereby secured, and shall bear interest at the option rate currently charged to the Debtor under its obligations to the Lender at the date of Bank, payment thereof by the full amount Lender. (k) If after all the expenses of this Note the Lender in connection with the preservation and realization of the Collateral as above described shall have been satisfied and all other obligations and liabilitiesobligations, direct or contingentincluding contingent obligations, of the Debtor to the Lender shall have been satisfied and paid in full together with interest, any Obligor to Bank balance of monies in the hands of the Lender arising out of the realization of the Collateral, shall be immediately due paid to any person other than the Debtor or the Guarantor whom the Lender knows to be the owner of the Collateral, and payable without notice or demandin the absence of such knowledge, such balance shall be paid to the Debtor.

Default. If Time is of the essence with respect to Lessee’s performance of its obligations under this Agreement. Lessor may declare this Lease in default if any one or more of the following events shall occur (each such event being referred to herein as an “Event of Default”): occurs: (a) the non-Lessee fails to make any payment of any principal or interest on this Note or any other Obligation on the date required hereunder when due; (b) Lessee fails to maintain in force at all times the death, dissolution, liquidation or insolvency of any Obligorrequired insurance; (c) Lessee fails to properly operate, maintain or repair the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy CodeEquipment; (d) Lessee fails to observe or perform any other covenant or requirement of this Lease, which failure is not cured to Lessor’s satisfaction within five (5) days after Lessor’s notice to Lessee thereof; (e) Lessee attempts to sell, transfer or encumber the application Equipment; (f) a voluntary or involuntary proceeding is instituted in any court of competent jurisdiction, seeking a decree or order (i) for appointment relief in respect of a receiver forLessee under any applicable bankruptcy, the making of a general insolvency, reorganization, assignment for the benefit of creditors ofcreditors, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Notesimilar law, or (ii) any obligation under any other note for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or under any other agreement similar official of any Obligor with Lessee or in favor its property, or (iii) for the winding up or liquidation of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligorthe Lessee’s affairs; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any ObligorLessee shall generally fail to pay its debts as they come due; and/or (h) Lessee, in Lessor’s opinion, shall become financially insecure. At any statementtime after such declaration, warrantyLessor may enter, with or representation made by without legal process, any Obligor premises where the Equipment is located and take possession thereof. Lessee shall provide Lessor with unobstructed ingress and egress for such purpose. Furthermore, Lessee shall immediately pay to Bank proves Lessor all amounts then due hereunder and all costs of removal and repossession of the Equipment. Lessor’s remedies herein shall be cumulative and are in addition to be untrue all other remedies existing at law or in any material respectequity, including but not limited to, (a) terminate this Agreement and all rights of Lessee hereunder; (ib) to declare the entire unpaid rent due (including any default by rent accruing during any Obligor in the payment or performance of any material liabilities, indebtedness or obligations minimum rental term) to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable payable; (c) to enter the premises where the Equipment is located, take possession of and remove the Equipment or render the Equipment inoperable, with or without notice legal process; (d) to demand that Lessee surrender and deliver up possession of the Equipment to Lessor; (e) with or demandwithout terminating this Agreement, to re-let the Equipment on such terms and conditions as are then available and otherwise acceptable to Lessor, and apply rent payments received, after deduction of all costs and expenses incurred by Lessor, to amounts due from Lessee under this Agreement; and (f) within Lessor’s sole discretion, but without any obligation, to take such action or make any payment to remedy any default, including but not limited to, procuring any required insurance coverage, paying any fine, imposition, penalty, taxes or fees incurred to recover and/or release the Equipment from any forfeiture, seizure, confiscation or similar proceeding, or from any lien or other encumbrance imposed on the Equipment, all such payments of which shall be reimbursed by Lessee. In addition to the payment of any amounts due Lessor hereunder, Lessee shall be responsible for and shall reimburse Lessor for all costs and expenses incurred by Lessor in connection with the exercise of any rights and remedies hereunder, including all expenses incurred in the removal and transportation of the Equipment to Lessor’s premises, any cleaning, service and/or repair of the Equipment, and in the enforcement of the terms and conditions of this Agreement or damages recoverable hereunder, including costs of collection and reasonable attorney’s fees (including fees and expenses incurred in any bankruptcy proceeding or on appeal) .

Default. If In the event of any of the following events shall occur (each such event being referred to herein as an “Event of Default”): , as defined in the Default Document between the Borrower and the Holder, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Commencing five (a5) days after the non-payment occurrence of any principal or Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Borrower hereby waives, any presentment, demand, protest or other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency notice of any Obligor; (c) kind, and the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing Holder may immediately and without expiration of any proceeding seeking grace period enforce any and all of its rights and remedies hereunder and all other relief afforded debtors remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this Section 1.2. No such rescission or affecting rights annulment shall affect any subsequent Event of creditors generally under Default or impair any right consequent thereon. The Mandatory Default Amount means the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance greater of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) any obligation under any other note or under any other agreement 130% of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full outstanding principal amount of this Note Note, plus 100% of accrued and all unpaid interest, liquidated damages, fees and other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandamounts hereon.

Default. If any (a) Upon the occurrence and continuance of the following events shall occur (each such event being referred to herein as an “a Default or Event of Default”): , the Lenders agree to promptly confer in order that Required Lenders, or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders, and the Administrative Agent and the Collateral Agent shall be entitled to refrain from taking any action (awithout incurring any liability to any Person for so refraining) unless and until the non-payment Administrative Agent or the Collateral Agent, as appropriate, shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and the Collateral Agent and any suit or proceeding instituted by the Administrative Agent or the Collateral Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent or the Collateral Agent, as applicable, without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment judgment shall be for the benefit of creditors ofthe Lenders (and, with respect to Lender Hedging Agreements, Lender Swap Parties) subject to the expenses of the Administrative Agent and/or the Collateral Agent. In actions with respect to any property of the Borrower or any other Loan Party, each of the filing Administrative Agent and the Collateral Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreements, Lender Swap Parties). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of the Borrower to the Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreements, Lender Swap Parties). (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreement, Lender Swap Parties). (c) Except to the extent unanimity (or other percentage set forth in Section 10.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, and except to the extent unanimity (or other percentage set forth in Section 10.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of the Lenders, without the necessity of any proceeding seeking notice to or further consent from any other relief afforded debtors Lender, from time to time to take any action with respect to any Collateral or affecting rights of creditors generally under Collateral Documents which may be necessary to perfect and maintain perfected the laws of any jurisdiction by or against any Obligor; Liens upon the Collateral granted pursuant to the Collateral Documents. (e) Neither the default Administrative Agent nor the Collateral Agent shall have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists, is owned by any Obligor Loan Party, is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent or the Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising any of the Rights granted or available to the Administrative Agent or the Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent or the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s or the Collateral Agent’s own interest in the payment Collateral as one of the Lenders and that neither the Administrative Agent nor the Collateral Agent shall have any duty or performance liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize each of the Administrative Agent and the Collateral Agent, at its option and discretion, to release any Lien granted to or held by the Administrative Agent or the Collateral Agent upon any Collateral (i) constituting property in which no Loan Party owned an interest at the time the Lien was granted or at any obligation under this Note or under any deed of trusttime thereafter, mortgage, security agreement or any other document securing payment of this Note, or (ii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Loan Party to be, renewed, and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or the Collateral Agent (for the benefit of the Lenders and the Lender Swap Parties), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent and/or the Collateral Agent at any obligation time, the Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain and preserve the Liens securing the Obligations, and (iii) to execute instruments of release or to take other note or under action necessary to release Liens upon any other agreement of any Obligor with or Collateral to the extent authorized in favor of Bank; clause (f) any judgmenthereof. This power of attorney shall be liberally, garnishmentnot restrictively, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in construed so as to give the financial condition of any Obligor, or any material discrepancy between greatest latitude to the financial statements submitted by any Obligor Administrative Agent’s and the actual financial condition of any Obligor; (h) any statementCollateral Agent’s power, warrantyas attorney, or representation made by any Obligor relative to Bank proves to be untrue the Collateral matters described in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandSection 9.

Default. If ▇▇▇▇▇▇▇▇ agrees that the occurrence of any of the following events shall occur (each such event being referred to herein as constitute an “Event of Default”): (a) ” hereunder: a. the non-payment occurrence of any principal “Default or interest on this Note “Event of Default” under the Note, the Loan Agreement or any other Obligation on Loan Document; b. the date when due; breach or failure to perform by Borrower any obligation, covenant, promise or agreement contained herein and ▇▇▇▇▇▇▇▇’s failure to cure such breach or failure within thirty (b30) days after written notice thereof from Lender; c. the death, dissolution, liquidation or insolvency occurrence of any Obligor; default or event of default by Borrower under any CID Agreement; d. any tax levy, attachment, garnishment, levy of execution, or other process issued against Borrower or the CID Rights; e. any lien or security interest is filed or created against the CID Rights (c) other than in favor of ▇▇▇▇▇▇ as contemplated under this Agreement). So long as there is no Event of Default, and subject to the filing by terms of this Agreement, Borrower shall have and may exercise all rights as the owner or against holder of the CID Agreements which are lawful and are not inconsistent with the provisions of the Loan Documents. Immediately upon the occurrence of any Obligor Event of Default, the rights described in the preceding sentence shall, at the election of ▇▇▇▇▇▇, cease and terminate, and in such event Lender is hereby expressly and irrevocably authorized, but not required, to exercise every right, option, power or authority inuring to Borrower under any CID Agreement or with respect to the CID Rights as fully as Borrower could itself. Borrower does hereby constitute and appoint Lender, while this Agreement remains in force and effect, irrevocably, and with full power of substitution and revocation, as its true and lawful attorney for and in its name, place and stead, after the occurrence of such an Event of Default to demand and enforce compliance with all the terms and conditions of any CID Agreement and the CID Rights, whether at law, in equity or otherwise. Further, and without limitation of the foregoing rights and remedies, upon an Event of Default, Lender shall have the rights and remedies of a proceeding secured party under the U.S. Bankruptcy Code; Uniform Commercial Code (d) the application for appointment of a receiver for“UCC”), the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor as enacted in the payment State in which the Property is located with respect to the CID Rights, in addition to the rights and remedies otherwise provided for herein or performance of (i) any obligation under this Note by law or under any deed of trust, mortgage, security agreement in equity or in the Loan Agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demand.Loan Document,

Default. If any Each of the following events shall occur (each such event being referred to herein as constitute an “Event of Default”): (a) ” under this Agreement: a. Failure of the non-Borrower to comply in any material respect with any of the terms and conditions of this Agreement, including any of the terms and conditions of any of the documents attached hereto as exhibits; and b. The occurrence of a default under any of the Loan Documents other than the Existing Defaults. c. Failure to make when due any payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding sum due under the U.S. Bankruptcy Code; (d) Loan Documents or hereunder when the application for appointment same shall be due and payable. d. Failure of a receiver for, the making of a general assignment for Borrower to be in compliance with the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor financial covenants contained in the payment Loan Documents. e. Any representation or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in warranty made to Capital by the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank Borrower proves to be have been untrue in any material respect; (i) respect as of the date hereof, or any default statement, certificate or data furnished by the Borrower proves to have been untrue in any Obligor material respect as of the date as of which the facts therein set forth were stated or certified. f. Default by the Borrower in the payment or performance of any obligation on its part to be paid or performed, or breach by the Borrower of any representation, warranty, term, covenant, or condition of or under the Loan Documents, or in any documents or instruments referred to therein. g. Any material liabilitiesloss, theft, substantial damage, destruction, sale, exchange, or other disposition, or any encumbrance of any of the collateral securing the Loan Documents, or the making of any levy, seizure, or attachment thereof or thereon, or the placing of any lien or liens thereon or generally on the property of Borrower by the United States of America or any federal, state or local governmental agency or authority. h. Death or incompetency of, dissolution of, termination of existence or insolvency of, business failure of, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against, the borrower or any guarantor, endorser, or surety of the Borrower. i. Default in the payment of any sum due under any indebtedness or obligations for borrowed money owed by the Borrower to any person, firm or corporation, or any other creditor; default under such indebtedness which results in such indebtedness being due prior to its stated maturity. Upon the earlier of (ja) the occurrence of any mergerof the foregoing Events of Default, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (kb) any discontinuance or termination the expiration of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of BankForbearance Period, the full amount Borrower will: (1) Immediately, upon demand of this Note Capital, surrender possession of the assets covered by the Loan Agreement upon terms and conditions satisfactory to Capital; and (2) Further, Capital may immediately pursue any or all other of the remedies provided hereunder or under the Loan Documents, including, without limitation, instituting the default interest rate and bringing actions against the Borrower and any party guaranteeing the obligations of Borrower to Capital, and liabilities, direct or contingent, the provisions of any Obligor to Bank paragraph “4” hereof shall be immediately due void and payable without notice or demandof no further effect.

Default. If Pledgor (a) defaults in the payment of the ------- principal under the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other event of default under the Note or this Agreement occurs (including, without limitation, the bankruptcy or insolvency of Pledgor) or (b) defaults in the payment of interest or any other amount related to the Note, the Company may (following five (5) days notice to Executive, during which the default is not cured) exercise any and all the rights, powers and remedies of any owner of the Pledged Interests (including the right to vote the Pledged Interests and receive any distributions with respect to such Pledged Interests) and shall have and may exercise without demand any and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Delaware or otherwise available to the Company under applicable law. Without limiting the foregoing, after the occurrence of and during the continuance of a default, the Company is authorized to sell, assign and deliver at its discretion, from time to time, all or any part of the Collateral at any private sale or public auction, on not less than ten days written notice to Pledgor, at such price or prices and upon such terms as the Company may deem advisable. Pledgor shall have no right to redeem the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Interests offered for sale. In case of any such sale, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the principal of and accrued interest on the Note and other amounts related thereto (including costs, attorneys' fees associated with enforcement hereof); provided that after payment in full of the indebtedness -------- evidenced by the Note, the balance of the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall be entitled to the return of any of the following events Pledged Interests remaining in the hands of the Company. Pledgor shall occur be liable for any deficiency (each such event being referred to herein as an “Event of Default”): (athe extent liable therefor under the Note) if the non-payment remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any principal or interest on this Note or any other Obligation on attorneys employed by the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor Company to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandcollect such deficiency.

Default. If Upon the occurrence of any default of any Obligation, Pledgee shall thereupon and thereafter have all of the following events shall occur rights and remedies to which a secured party is entitled in the event of and after default under the provisions of the Uniform Commercial Code of the State of Hawaii, Chapters 490:8 and 490:9 of the Hawaii Revised Statutes, as amended and in effect on the date hereof (each such event being referred the "Hawaii Commercial Code"). In addition to herein as an “Event those rights and remedies, Pledgor agrees that Pledgee may in its sole discretion do or cause to be done any one or more of Default”): the following: (a) Proceed to realize upon the non-payment of Collateral in any principal manner or interest on this Note or any other Obligation on the date when due; priority; (b) Sell, assign and deliver all or any part of the deathCollateral in any manner permitted by law, dissolutionat any time and from time to time, liquidation at public or insolvency private sale, with or without demand and with or without notice or advertisement, for cash, upon credit or for future delivery, as Pledgee shall deem appropriate. Pledgee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any Obligor; such sale Pledgee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that he now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted; (c) If notice to Pledgor is required, give written notice to Pledgor ten (10) days prior to the filing by date of public sale of the Collateral or against any Obligor prior to the date after which private sale of a proceeding under the U.S. Bankruptcy Code; Collateral will be made; (d) At any public sale, bid or become a purchaser of the application for appointment Collateral or any part thereof at such price as Pledgee deems proper, and hold the same thereafter in its own right, free from any claims of a receiver for, the making Pledgor or any right of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligorredemption; and (e) As an alternative to exercising the default power of sale herein conferred upon it, Pledgor may proceed by any Obligor in the payment a suit or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with suits at law or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in equity to foreclose this Agreement and to sell the financial condition of any ObligorCollateral, or any material discrepancy between portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction. Pledgor shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the financial statements submitted by fact that notice of sale of Collateral may have been given. Pledgor may, without notice or publication, adjourn any Obligor and public or private sale or cause the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves same to be untrue in any material respect; (i) any default adjourned from time to time by any Obligor in announcement at the payment or performance of any material liabilitiestime and place fixed for sale, indebtedness or obligations and such sale may, without further notice, be made at the time and place to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without which the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty same was so adjourned. In case sale of all or any portion part of this Note by any Obligor the Collateral is made on credit or any attempt by any Obligor to do so; then, at the option of Bankfor future delivery, the full amount of this Note Collateral so sold may be retained by Pledgor until the sale price is paid by the purchaser or purchasers thereof, but Pledgor shall not incur any liability in case any such purchaser or purchasers shall fail to take up and all other obligations and liabilitiespay for the Collateral so sold and, direct or contingent, in case of any Obligor such failure, such Collateral may be sold again upon like notice. The parties hereto expressly agree that a private sale of the Collateral conducted in good faith by Pledgee pursuant to Bank the powers created by this Section 5 shall be immediately due and payable without notice or demand"commercially reasonable" within the meaning of Section 490:9-504 of the Hawaii Commercial Code.

Default. If any the Lessee shall be entitled to the quiet use and enjoyment of the following events shall occur benefits of the Undivided Interest including the right to uninterrupted possession and use of the Undivided Interest and the Lessor agrees not to take or permit any Person (each other than the Indenture Trustee, the Loan Participants or any Person claiming by, through or under the Indenture Trustee or any Loan Participant) lawfully claiming by, through or under it to take any action which interferes with such event being referred to herein as an “Event of Default”): (a) quiet use or enjoyment or such possession or use or the non-payment rights of any principal sublessee or interest on this Note assignee to such quiet use or enjoyment or such possession or use under any sublease or assignment permitted hereunder (it being agreed that, without limiting the liability of any Loan Participant, the Indenture Trustee or any other Obligation on the date when due; (b) the deathPerson claiming by, dissolution, liquidation through or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) Indenture Trustee or any Loan Participant for any action taken by it in violation of the application covenant contained in this sentence, neither the Owner Participant nor the Grantor Trustee shall have any liability for appointment of a receiver forany such action taken by any Loan Participant, the making Indenture Trustee or any Person claiming by, through or under the Indenture Trustee or any Loan Participant unless such action was taken at the direction of a general assignment for the benefit of creditors of, Owner Participant or the filing Grantor Trustee acting upon the express written instructions of the Owner Participant acting in violation of the Operative Documents). Without limiting the foregoing, the Lessor (for itself and its successors and assigns, it being agreed that the following provisions of this sentence run with the Undivided Interest and shall be binding on any proceeding seeking transferee or assignee of the whole or any part of the Undivided Interest) hereby waives the right to bring any action for partition of the Production System or the Lessor's interest therein and hereby covenants that, for so long as there are economically producible oil, gas or other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor hydrocarbon reserves in the payment or performance of Unit Area ("Unit Reserves"), the Lessor shall not (i) resort to any obligation under this Note action at law or under in equity to partition the Production System, (ii) interfere in any deed manner with the quiet use and enjoyment by the Other Owner of trust, mortgage, security agreement the Other Undivided Interest or any other document securing payment the Other Percentage Owner of this Notethe Other Percentage Undivided Interest, or (iiiii) any obligation under any other note permit the Production System to be sold, removed or under any other agreement abandoned such that it is made unavailable to produce the Unit Reserves. The Other Owner, the Other Percentage Owner and their respective successors and assigns shall be third-party beneficiaries of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change the Lessor's waiver and covenants contained in the financial condition immediately preceding sentence. The Lessor agrees that any transferee of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and Lessor's interest in the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves Undivided Interest shall agree in writing to be untrue in any material respect; bound by the provisions of the second preceding sentence. In addition, the Lessor (ifor itself and its successors and assigns) any default by any Obligor agrees that its interest in the payment or performance Production System will be bound by the terms of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandOperating Agreement.

Default. If SECTION 1. The Borrower agrees that it will faithfully observe, perform, comply with and discharge all of the covenants, conditions, and obligations which are imposed on the Borrower by any other agreement or document executed in connection with this Mortgage and the Note, concurrently or otherwise, and that the Borrower’s failure to do so shall constitute an Event of Default under this Mortgage. SECTION 2. The Borrower agrees that any material default under any guarantor agreement, security agreements, Title XI financial agreements, or other loan documents which may be executed in connection with this Mortgage or Note, whether or not the Borrower is party to said agreement, shall constitute an Event of Default under this Mortgage. SECTION 3. The Borrower agrees that all reasonable attorney fees incurred by the Government because of the Borrower’s failure to perform or discharge its obligations, as provided by this Mortgage, the Note, or any other document or agreement executed in connection therewith, shall be deemed to be an indebtedness of the Borrower and shall be secured by this Mortgage and shall be due and payable and until paid, shall bear interest at the same rate as that provided in the Note, and upon acceleration of the amounts owed under the Note, shall bear interest at the accelerated rate of eighteen percent (18%) per annum, unless limited by applicable state law. SECTION 4. Each of the following events shall occur (each such event being referred to herein as constitute an “Event of Default”): : (a) default shall be made in the non-payment of the principal of the Note when and as the same shall become due and payable, whether at maturity, by notice of acceleration, or otherwise; or (b) default shall be made in the payment of any principal or interest on this the Note (including any amendments thereto or any other Obligation on substitution therefor), when and as the date when duesame shall become due and payable as therein and herein provided; (b) the death, dissolution, liquidation or insolvency of any Obligor; or (c) default shall be made in the filing by or against due and punctual observance and performance of any Obligor provision of a proceeding under the U.S. Bankruptcy CodeArticle I, hereof; or (d) the application for appointment of Borrower shall be dissolved or adjudged a receiver for, the making of bankrupt or shall make a general assignment for the benefit of creditors the Borrower’s creditors, or shall lose the right to do business by forfeiture or otherwise, or a receiver or receivers of any kind whatsoever, whether appointed or not, in admiralty, bankruptcy, common law, or equity proceedings, and whether temporary or permanent, shall be appointed for the Vessel or for any other property of the Borrower; or a petition for reorganization of, or other proceeding or action in reference to the filing Borrower under any of any proceeding seeking the provisions of the Bankruptcy Act shall be filed by the Borrower or by creditors of the Borrower; or if reorganization of the Borrower under said Act is approved by the Court, whether proposed by a creditor, stockholder, or any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligorperson whomsoever; and THE BORROWER AND THE GUARANTOR BOTH UNDERSTAND THAT IF EITHER FILES BANKRUPTCY, THE BORROWER WILL LOSE THE VESSEL. THE BORROWER AND THE GUARANTOR EXPRESSLY AGREE TO, AND UNDERSTAND THAT IN THE EVENT OF BANKRUPTCY, THE VESSEL WHICH IS THE SECURITY FOR THIS PREFERRED SHIP MORTGAGE WILL NOT BE PERMITTED TO GO OUT TO SEA, AND WILL REMAIN IN PORT IN THE JURISDICTION OF THE COURT WHERE THE BANKRUPTCY PETITION IS FILED OR SUCH OTHER JURISDICTION WHERE THE BOAT MAY BE OR OTHER COLLATERAL MAY BE FOUND. (e) there shall be an actual or constructive total loss of the Vessel; or (f) default shall be made by any Obligor the Borrower in the payment prompt and faithful performance or performance observance of any other covenant, condition, or agreement by it to be performed and observed, contained in this Mortgage, Note, or any other loan documents and such default shall continue for fifteen (15) days; or Pg. 10 of 19 (g) the making in any application, agreement, affidavit, or other document, submitted in connection with the Note, of any misrepresentation, on behalf of, or for the benefit of, the Borrower. Failure to disclose any material fact may be deemed a misrepresentation; or (h) the institution of any suit against the Borrower or others deemed by the Government to affect adversely its interest hereunder, in the Note or otherwise; or (i) failure of any obligation under this Note or under signator to any deed of trustthe Loan Documents, mortgageto observe any of the conditions contained in said Loan Documents, security agreement or any other document securing payment or agreement executed (concurrently or otherwise), inclusive of amendments thereto, in connection with this NoteMortgage, or (ii) any obligation under any other note subsequent mortgage, regardless of whether or under any other not the Borrower shall be a party to said agreement of any Obligor with or in favor of Bankdocument; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; or (j) impairment of any merger, consolidation collateral including the vessel or change which is given in any Obligor’s type or form addition to the vessel which is the subject of organizational structure without the prior written consent of Bankthis Preferred Ship Mortgage; or or (k) the Borrower shall, without first obtaining written permission from the Secretary, transfer, sell, assign, hypothecate, or alienate or attempt to transfer, sell, assign, hypothecate or alienate any discontinuance rights, licenses or termination permits appurtenant to and/or necessary for the Vessel to engage in any commercial fisheries; or (l) the Borrower shall, intentionally or through neglect, permit a material diminution of any guaranty the value of all or any portion the Vessel and/or its appurtenances and equipment; or SECTION 5. UPON OCCURRENCE OF AN EVENT OF DEFAULT THE GOVERNMENT, MAY IN ITS DISCRETION: (a) Declare the Note to be due and payable immediately and upon such declaration the entire principal of this and interest on the Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note shall become and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable payable, and thereafter shall bear interest at eighteen percent (18%) per annum unless such would violate the usury laws of the state where this Mortgage and the Note are executed, in which case the maximum legal rate of that state shall prevail; provided, however, that if the Borrower shall have removed and remedied each Event of Default within fifteen (15) days after the occurrence thereof, then in every such case the Government shall waive any such Event of Default; but no such waiver shall extend to nor affect any subsequent or other Event of Default nor impair any rights or remedies consequent thereon; and provided, further, that if at any time after the expiration of fifteen (15) days after any Event of Default shall have occurred, all Events of Default shall have been remedied and removed and full performance made by the Borrower to the satisfaction of the Government and all installments of principal and interest in arrears (including interest at the aforesaid rate) and the charges and expenses, if any, of the Government, it agents and attorneys, shall have been paid, then and in every such case the Government may waive any such Event of Default; and provided, also, that no waiver hereunder shall extend to nor affect any subsequent or other Event of Default nor impair any rights or remedies consequent thereon; (b) Bring suit at law, in equity, or in admiralty, as it may be advised, to receive judgment for any and all amounts due under the Note and other Loan Documents, or otherwise hereunder, and collect the same out of any and all property of the Borrower whether covered by this Mortgage or otherwise; (c) Retake the Vessel without legal process wherever the same may be found, and the Borrower or other person in possession forthwith upon demand of the Government shall immediately surrender to the Government possession of the Vessel, and, without being responsible for loss or damage, the Government may hold, lay-up, Pg. 11 of 19 lease, charter, operate, or otherwise use the Vessel for such time and upon such terms as it may deem to be for its best advantage, accounting only for the net profits, if any, arising from such use of the Vessel and charging against all receipts from the use of the Vessel, or from the sale thereof by court proceeding or pursuant to subsection (e) following, all costs, expenses, charges, damages, or losses by reason of such use; and if at any time the Government shall avail itself of the right herein given it to retake the Vessel and shall retake it, the Government shall have the right to dock the Vessel at any dock, pier, or other premises of the Borrower without charge, or to dock it at any other place at the cost and expense of the Borrower; IT IS EXPRESSLY UNDERSTOOD AND AGREED TO BY THE BORROWER THAT SURRENDER OF THE VESSEL UNDER THIS SECTION MUST BE AND WILL BE IMMEDIATE AND IN ACCORDANCE WITH THE DIRECTIONS OF THE GOVERNMENT. FAILURE OF THE BORROWER TO IMMEDIATELY COMPLY WITH THE GOVERNMENT’S DEMAND FOR SURRENDER OF THE VESSEL WILL CAUSE THE POSSESSION OF THE VESSEL BY THE BORROWER (INCLUDING, BUT NOT LIMITED TO, POSSESSION AND CONTROL OF THE VESSEL BY A MASTER OR CREW MEMBER ON BOARD THE VESSEL) TO BE UNLAWFUL AND TO CONSTITUTE A CONVERSION OF THE VESSEL, ITS APPURTENANCES AND EQUIPMENT, THEREBY SUBJECTING THE BORROWER (EXPRESSLY INCLUDING, IF APPLICABLE, ITS OFFICERS AND DIRECTORS) TO ALL FINES, PENALTIES AND ACTIONS WHICH THE GOVERNMENT DEEMS APPLICABLE AND APPROPRIATE. SHOULD THE BORROWER CONTINUE TO OPERATE, POSSESS OR CONTROL THE VESSEL CONTRARY TO THE GOVERNMENT’S DIRECTIONS AND THE PROVISIONS HEREIN, THEN THE GOVERNMENT SHALL, IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES AT LAW AND IN EQUITY, BE ENTITLED TO A TEMPORARY RESTRAINING ORDER AND/OR ORDER FOR INJUNCTIVE RELIEF NECESSARY TO GAIN COMPLIANCE HEREWITH, IN ADDITION TO EXPRESSLY CONSENTING THAT THE INJURY AND DAMAGE RESULTING FROM BREACH HEREOF WOULD BE IMPOSSIBLE TO MEASURE MONETARILY, THE BORROWER EXPRESSLY WAIVES ANY DEFENSE BASED UPON AN ALLEGED EXISTENCE OF AN ADEQUATE REMEDY AT LAW. (d) Foreclose this Mortgage pursuant to the terms and provisions of the Ship Mortgage Act, 1920, as amended, 46 USC, Chapter 313, § 31301, et seq. (Supp. 2003), or by other judicial process as may be provided in the Statutes; and (e) In addition to any and all other rights, powers, and remedies elsewhere in this Mortgage or by law granted to and conferred upon the Government, sell the Vessel upon such terms and conditions as it may deem to be for its best advantage, including the right to sell and dispose of the Vessel free from any claim of or by the Borrower, at public sale, by sealed bids or otherwise, after first giving notice of the time and place of sale, with a general description of the property by first publishing notice of any such sale for ten (10) consecutive days, except Sundays, in some newspaper of general circulation at the place designated for such sale, and by mailing notice of such sale to the Borrower at his last known address; such sale may be held at such place and at such time as the Government in such notice may have specified, or may be adjourned by the Government from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice of publication the Government may make any such sale at the time and place to which the same shall be so adjourned; and any such sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Government may deem to be for its best advantage, and the Government may become the purchaser at any such sale, and shall have the right to credit on the purchase price any or all sums of money due to the Government under the Note, any other Loan Documents, or otherwise hereunder. The Borrower expressly agrees and acknowledges that sale of the Vessel pursuant to this section will not (notwithstanding federal or state law to the contrary, if any,) impair or limit the Government’s legal right to collect from the Borrower any deficiency remaining after the sale. If any such federal or state laws or legal precedents may be construed to limit the Government’s rights to collection of said deficiency from the Borrower, then Borrower hereby expressly waives, relinquishes and forever gives up the right to avail itself of such laws and/or defenses. Pg. 12 of 19 (f) the Borrower agrees, acknowledges and consents to and with the authority of the Government, to take all steps, measures or actions which are within the discretion or authority of the Government. SECTION 6. Any sale of the Vessel made in pursuance of this Mortgage shall operate to divest and forever bar the Borrower from any and all right, title, and interest of any nature whatsoever of the Borrower therein and thereto. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of proceeds thereof. SECTION 7. The Borrower does hereby irrevocably appoint the Government the true and lawful attorney of the Borrower, in its name and stead to make all necessary transfers of the Vessel, and for that purpose it shall execute all necessary instruments of assignment and transfer, the Borrower hereby ratifying and confirming all that its said attorney shall lawfully do by virtue hereof. Nevertheless, the Borrower shall, if so requested by the Government, ratify and confirm such sale by executing and delivering to the purchaser of the Vessel such proper ▇▇▇▇ of sale, conveyance, instrument of transfer, and release as may be designated in such request. SECTION 8. The Borrower hereby irrevocably appoints the Government the true and lawful attorney of the Borrower so long as an Event of Default shall have occurred and shall not have been waived in accordance with Section 2 hereof, in the name of the Borrower, to demand, collect, receive, compromise, and ▇▇▇ for, so far as may be permitted by law, all hire, earnings, issues, revenues, income, and profits of the Vessel and all amounts due from underwriters under any insurance thereon as payment of losses or as return premiums or otherwise, salvage awards and recoveries, recoveries in general average or otherwise, any right of action against the designer, builder, surveyor, or other material party for any fault, negligence, or deficiency in design, construction or survey of the Vessel, and all other sums, due or to become due, at or after the time of the happening of any Event of Default, in respect of the Vessel or in respect of any insurance thereon from any person whomsoever, and to make, give and execute in the name of the Borrower, acquittances, receipts, releases, or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Borrower all checks, notes, drafts, warrants, agreements, and all other instruments in writing with respect to the foregoing. SECTION 9. The Borrower covenants and agrees that so long as an Event of Default shall have occurred and shall not have been waived in accordance with Section 2 hereof, the Government in any suit to enforce any of its rights, powers, or remedies shall be entitled as a matter of right and not as a matter of discretion (i) to the appointment of a receiver or receivers of the Vessel and that any receiver so appointed shall have full right and power to use and operate the Vessel, and (ii) to a decree ordering and directing the sale and disposal of the Vessel, and the Government may become the purchaser at said sale, and the Government shall have the right to credit on the purchase price any and all sums of money due to the Government under the Note, or otherwise hereunder. (a) In the event that the Vessel shall be arrested or detained by a marshal or other officer of any court of law, equity, or admiralty jurisdiction in any country or nation of the world or by any government or other authority and shall not be released from arrest or detention within fifteen (15) days from the date of arrest or detention, the Borrower does hereby authorize and empower the Government in the name of the Borrower and does hereby irrevocably appoint the Government and its successors and assigns the true and lawful attorney of the Borrower, in its name and stead to apply for and receive possession of and to take possession of the Vessel pursuant to the terms of this Mortgage and any other documents executed by the Borrower, with all rights and powers that the Borrower might have, possess, or exercise in any such event; and this power of attorney shall be irrevocable and may be exercised not only by the Government but also by an appointee or appointees, with full power of substitution, to the same extent as if the said appointee or appointees had been named as one of the attorneys above named by express designation. Pg. 13 of 19 (b) The Borrower also authorizes

Default. If any You acknowledge and agree that where one of the following events occurs, you shall occur (each notify us immediately and we may take any such event being referred to herein as an “Event of Default”): action provided below: (a) the non-you suspend payment of your debts, make any principal composition with your creditors, have a receiver appointed over some or interest on this Note all of your assets, take or have any other Obligation on proceedings taken against you in bankruptcy or take or allow any steps to be taken for your winding up (except for a solvent amalgamation /reconstruction approved in advance in writing by us) or anything similar to any of these events happens to you anywhere in the date when due; world; (b) the death, dissolution, liquidation or insolvency of You fail in any Obligor; (c) the filing by or against respect fully and promptly to comply with any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation obligations to us under this Note Agreement or under otherwise or if any deed of trust, mortgage, security agreement the representations or any other document securing payment of this Note, information supplied by you are or (ii) any obligation under any other note become inaccurate or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue misleading in any material respect; ; (ic) any default guarantee, indemnity or security for your obligations is withdrawn or becomes defective, insufficient or unenforceable in whole or in part; (d) Your status as wholesale client changes; (e) You fail to comply in any material respect with the Corporations Act, Applicable Law and any other applicable regulations and rules, or you act or omit to act in a way which involves us in not complying with Applicable Law. If any event referred to in sub-clauses 12(a) to 12(e) above takes place, or you are not contactable by us to obtain instructions (when required), we shall at our absolute discretion be entitled, but not obliged, to, and at your expense:  close out or cancel any Obligor or all of your contracts with us or with our affiliates or outstanding Orders;  satisfy any obligation you may have to us out of any money or security belonging to you in our custody or control;  charge you with all of the costs, expenses and losses incurred by us as a result of entering into, or closing out transactions pursuant to this Agreement; and/or  to take any such action a reasonably prudent person would take in the payment or performance of any material liabilities, indebtedness or obligations circumstances to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without protect the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandpersonal obligation incurred when dealing on your behalf.

Default. If any Event of Default shall occur and be continuing: (a) Agent may, at its option and without notice, declare the unpaid balance of any or all of the Secured Obligations immediately due and payable and this Agreement and any or all of the Secured Obligations in default. (b) All payments received by Debtor under or in connection with any of the following events Collateral shall occur be held by Debtor in trust for Agent, shall be segregated from other funds of Debtor and shall forthwith upon receipt by Debtor be turned over to Agent in the same form as received by Debtor (each duly endorsed by Debtor to Agent, if required). Any and all such event being referred to herein payments so received by Agent (whether from Debtor or otherwise) may, in the sole discretion of Lenders, be held by Lenders as an “Event of Default”): (a) the non-payment of collateral security for, and/or then or at any principal time thereafter be applied in whole or interest on this Note in part by Lenders against, all or any other Obligation on part the date when due; Secured Obligations in such order as Lenders may elect. Any balance of such payments held by Agent or Lenders and remaining after payment in full of all the Secured Obligations shall be paid over to Debtor or to whomsoever may be lawfully entitled to receive the same. Nothing set forth in this subparagraph (b) the death, dissolution, liquidation shall authorize or insolvency be construed to authorize Debtor to sell or otherwise dispose of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure Collateral without the prior written consent of Bank; Lender. (c) Agent shall have the rights and remedies of a secured party under this Agreement, under any other instrument or (k) agreement securing, evidencing relating to the Secured Obligations and under the law of the State of New York. Without limiting the generality of the foregoing, Agent shall have the right to take possession of the Collateral and all books and records relating to the Collateral and for that purpose Agent may enter upon, in accordance with law, any discontinuance premises on which the Collateral or termination books and records relating to the Collateral or any part thereof may be situated and remove the same therefrom. Debtor expressly agrees that Agent, without demand of performance or other demand, advertisement or notice of any guaranty kind (except the notices specified below of all time and place of public sale or disposition or time after which a private sale or disposition is to occur) to or upon Debtor or any portion other person or entity (all and each of this Note by any Obligor which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any attempt by any Obligor part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so; then), or any part thereof, in one or more parcels at public or private sale or sales, at any of the option offices of Bankany of Lenders or elsewhere at such prices as Lenders may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lenders shall have the full right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Debtor. Debtor further agrees, at Agent's request, to assemble the Collateral and to make it available to Agent at such places as Agent may reasonably select whether at Debtor's premises or elsewhere. Debtor further agrees to allow Agent to use or occupy Debtor's premises, without charge, for the purpose of effecting Agent's remedies in respect of the Collateral. Lenders shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any or all of the Collateral or in any way relating to the rights of Agent hereunder, including reasonable attorneys' fees and legal expenses, to the payment in whole or in part of the Secured Obligations, in such order as Lenders may elect, and only after so paying over such net proceeds and after the payment by Lenders of any other amount required by any provision of law, including Indiana Code §26-1-9.1-615(a), need Agent or Lenders account for the surplus if any to Debtor. To the extent permitted by applicable law, Debtor waives all claims, damages and demands against Agent and Lenders arising out of the repossession, retention, sale or disposition of the Collateral and waives relief from valuation and appraisement laws. Debtor agrees that Agent need not give more than ten (10) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to Debtor at Debtor's address set forth at the beginning of this Note Agreement, or when telecopied or telegraphed to that address or when telephoned or otherwise communicated orally to Debtor or any agent of Debtor at that address) of the time and all other obligations and liabilities, direct or contingent, place of any Obligor public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Debtor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to Bank pay all amounts to which Lenders are entitled. Debtor shall also be immediately due and payable without notice liable for the costs of collecting any of the Secured Obligations otherwise enforcing the term thereof or demandof this Agreement including reasonable attorneys' fees.

Default. If 9.1.1 In the event of breach or default by the Allottee of any of the following events covenants contained herein, ("Default"), the Company shall occur be under an obligation to issue a notice calling upon the Allottee to rectify the Default within a period of 30 days from the date of the notice (each "Notice Period"). The Allottee, immediately upon notice of such Default, shall be under an obligation to rectify / remove the Default within the said Notice Period and inform the Company of such rectification or removal of breach of default by a written notice (by registered AD Post or Fax or email). 9.1.2 In the event being referred that in the judgment of the Company, the Default is not cured within the Notice Period, the Company may, without Prejudice to any other legal remedy which the Company may have in Law, equity or contract, in its sole discretion, cancel the Allotment in accordance with the provisions hereof. Upon such cancellation the Allotee shall be liable to pay the Company the sums mentioned in Clause 9.1.5 herein below, as an “Event if the cancellation was a cancellation by the Allotee under the terms of Default”): Clause 9.1.5 The Allottee shall not have any lien or any other right on the Demised Premises, nor should anything herein or elsewhere be construed to entitle the Allottee to obstruct, prevent, injunct or restrain the Company from making a fresh allotment in respect of the Demised Premises to any Third Party after cancellation of the Allotment, or to restrict, prevent or injunct any cancellation of the Allotment. Provided, however, that the Company may, at its sole discretion, condone the Default and restore the Allotment by levying such damages, fee, etc. as the Company may decide as its sole discretion. Provided further that where a charge or fee or any other sum of money for the condonation of any Default has been prescribed hereunder, the Company shall be at liberty to condone the Default by leaving such charge or fee or such sum of money as may be prescribed herein. The levy of any such damages, charges, fee, etc. shall be without prejudice to the rights of the Company do demand specific performance of such obligations hereunder or to take appropriate legal action; 9.1.3 Failure of the Company to exercise promptly any right herein granted or to require specific performance of any obligation undertaken herein by the Allottee, shall not be deemed to be a waiver of such right or of the right to demand subsequent performance of any or all obligations herein by the Allottee. 9.1.4 The termination of the Allotment pursuant to Clause 9.1.2 hereof shall be effected by the Company giving 30 (thirty) days prior written notice of such termination to Allottee. If the Allotment so terminates, it shall become null and void and have no further force or effect, except as provided in Clause 9.2 (a) hereof. 9.1.5 The Allottee shall be entitled to apply for cancellation of the non-Allotment only on default of the Company to deliver up the Demised Premises on payment of any principal or interest on this Note or full consideration in accordance with the terms herein. If the Allottee for any other Obligation reason requests the Company to permit it to cancel the Allotment in his favour, the Company may in its sole discretion permit such cancellation provided that the Allottee compensates the Company for any loss caused on account of substituting another allottee in his/its/her place and stead ("Termination Charge"). Notwithstanding anything stated herein above, in the date when due; (b) event the death, dissolution, liquidation or insolvency of any Obligor; (c) Allottee is permitted to cancel the filing Allotment by or against any Obligor of a proceeding the Company under the U.S. Bankruptcy Code; (d) terms of this Clause 9.1.5 or in the application for appointment of a receiver forevent the Company terminates the Allotment in accordance with the provisions herein, the making entire amount of a general assignment for ▇▇▇▇▇▇▇ Money shall be forfeited by the benefit of creditors ofCompany. The balance installments paid by the Allottee in accordance with the terms hereof shall first be used to satisfy the Termination Charge, or the filing of which shall in any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor event not be less than amounts set forth in the payment or performance of (i) any obligation under this Note or under any deed of trustClause 5.7 herein, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition rest of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank installments shall be immediately due and payable refunded to the Allottee without notice or demandinterest.

Default. If In addition to the defaults and breaches identified in this Agreement, the occurrence of any one or more of the following events shall occur (each such event being referred to herein as an “Event constitute a default and breach of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the Agreement by Lessee: a. The filing by or against any Obligor Lessee of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment voluntary petition in bankruptcy; b. The assignment of a receiver for, the making substantially all of a general assignment Lessee’s assets for the benefit of creditors ofLessee’s creditors; c. A court making or entering any decree or order i. adjudging Lessee to be bankrupt or insolvent; ii. approving a properly filed petition seeking reorganization of Lessee or an arrangement under the bankruptcy laws or any other applicable debtor’s relief law or statute of the United States or any state thereof; iii. appointing a receiver, trustee or assignee of Lessee in bankruptcy or insolvency or for its property; or iv. directing the winding up or liquidation of Lessee and such decree or order shall continue for a period of 60 days; d. The filing of any proceeding seeking lien against the Hangar resulting from any act, error, or omission of Lessee which is not discharged or contested in good faith as determined by Lessor by proper legal proceedings within 30 days of receipt of actual notice by Lessee, unless Lessee posts a bond within this time period equal to the amount of the lien; e. The voluntary abandonment by Lessee of the Hangar or Lessee’s failure to maintain the on-going Non-Commercial Aeronautical Activity authorized in this Agreement at the Leased Premises for a period of 30 days or more; f. The transfer of Lessee's interest herein by other relief afforded debtors or affecting rights operation of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor law; g. Lessee becomes in arrears in the payment of the whole or performance any part of (ithe amount(s) agreed to be paid for a period of 30 days after the time such payments become due and owing; h. The falsification by Lessee of any obligation of its records so as to deprive Lessor of any of its rights, privileges, rents, fees, or other charges under this Note or under any deed of trust, mortgage, security agreement Agreement or any other document securing payment agreement between the Parties; i. The failure by Lessee to perform any of this Notethe covenants, conditions, obligations, and agreements contained herein or (ii) any obligation under any other note or under in any other agreement between the Parties where the failure continues for a period of any Obligor with or in favor 30 days after written notice from Lessor; j. If Lessee is an entity (not a natural person), the sale of Bank; (f) any judgmentstock, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligormembership interest, or any material discrepancy between partnership interest in Lessee which divests the financial statements submitted by any Obligor and the actual financial condition present stockholders/members/partners of any Obligorcontrolling interest; (h) any statementor k. The sale, warrantyassignment, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in transfer or the payment attempted sale, assignment, or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion transfer of this Note Agreement by any Obligor Lessee. Negotiations by Lessee for the sale, assignment, or any attempt by any Obligor to do so; then, at the option of Bank, the full amount transfer of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank Agreement shall not be immediately due and payable without notice or demandconstrued as "attempted transfer.”

Default. If (a) Whenever a Default shall be existing, the Administrative Agent may exercise from time to time any and all rights and remedies available to it under applicable law, in addition to those described in this Section below. Each Debtor agrees, in case of Default, (i) to assemble, at its expense, all its Inventory, Equipment and other Goods (other than Fixtures) at a convenient place or places acceptable to the Administrative Agent, and (ii) at the Administrative Agent’s request, to execute all such documents and do all such other things which may be reasonably necessary or desirable in order to enable the Administrative Agent or its nominee to be registered as owner of the Intellectual Property with any competent registration authority and to otherwise enforce its rights with respect to any Collateral. Any notification of intended disposition of any of the following events Collateral required by law shall occur (each be deemed reasonably and properly given if given at least five days before such event being referred disposition. Any and all proceeds of any disposition by the Administrative Agent of any of the Collateral may be applied by the Administrative Agent to herein as an “Event of Default”): (a) the non-payment of expenses in connection with the Collateral, including reasonable attorneys’ fees and legal expenses, and any principal or interest on this Note or any other Obligation on balance of such proceeds may be applied by the date when due; Administrative Agent toward the payment of such of the Liabilities, and in such order of application, as the Administrative Agent may from time to time elect. (b) the death, dissolution, liquidation or insolvency Each Debtor hereby agrees and acknowledges that a commercially reasonable disposition of any Obligor; Collateral, including, without limitation, Inventory, Equipment, Computer Hardware and Software or Intellectual Property may be by lease or license of, in addition to the sale of, such Collateral. Each Debtor further agrees and acknowledges that a disposition (i) made in the usual manner on any recognized market, (ii) at the price current in any recognized market at the time of disposition and (iii) in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition shall be deemed commercially reasonable. (c) Each Debtor hereby appoints the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver forAdministrative Agent as such Debtor’s attorney-in-fact, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor with full power and authority in the payment or performance place of (i) such Debtor and in the name of such Debtor, in Administrative Agent’s discretion, to take any obligation under this Note or under action and to execute any deed of trust, mortgage, security agreement or any other document securing payment instrument that it may deem necessary to accomplish the purposes of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandAgreement.

Default. If any of In the following events shall occur event (each such event being referred to herein as an a “Event of Default”): ) of (a) the non-payment of failure by Customer to maintain sufficient Eligible Assets in any principal Special Custody Account such that it is not in compliance with Section 3(b), or interest on this Note or any other Obligation on the date when due; (b) failure by Customer to make any payment hereunder or under the deathCustomer Agreement when due, dissolution, liquidation or insolvency of any Obligor; (c) the filing failure by Customer or against Custodian to timely comply with any Obligor of a proceeding obligation on Customer’s or Custodian’s part to be performed or observed under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, this Agreement or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this NoteCustomer Agreement, or (iic) any obligation under any other note or under any other agreement failure of any Obligor with representation or in favor warranty of Bank; (f) any judgment, garnishment, seizure, tax lien Customer or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves Custodian hereunder to be untrue accurate in any material respect; , or (e) Customer’s or Custodian’s Insolvency, or (f) the occurrence of any other default under the Customer Agreement which allows Broker to exercise remedies thereunder (however such exercise is described) then, upon any such Default, Broker shall have the right to (i) effect a Closing Transaction or buy-in any default by securities of which Customer’s account may be short, (ii) transfer from Custodian any Obligor Special Custody Account to another Securities Intermediary, (iii) remove any Collateral from any Special Custody Account and in the payment case of Collateral which may be registered, register such Collateral in Broker’s name or performance in the name of Broker’s Securities Intermediary, agent or nominee or any of their nominees, (iv) exercise any voting, conversion, registration, purchase or other Rights of a holder of any material liabilitiesCollateral and any reasonable expense of such exercise shall be deemed to be an expense of preserving the value of such Collateral and shall constitute a Secured Obligation hereunder, indebtedness (v) collect, including by legal action, any notes, checks or obligations to other instruments for the payment of money included in the Collateral and compromise or settle with any other creditor; obligor of such instruments, (jvi) foreclose, collect, sell or otherwise liquidate any mergeror all Collateral Broker selects, consolidation or change in any Obligororder and at any time, and transfer the Proceeds thereof to itself or to another Securities Intermediary and (vii) exercise any and all rights and remedies provided under the Customer Agreement, the NYUCC, including, without limitation, Article 8 and Article 9 thereof, or otherwise available under applicable law. Upon Advice from Broker, Custodian shall deliver such Collateral free of payment to Broker. As between Customer and Broker, Broker will not take any action described in clauses (i)-(vii) above unless (A) a Default has occurred and Broker has delivered a notice to Customer stating that, pursuant to this Agreement, the conditions precedent to Broker’s type or form right to receive Collateral (including without limitation all Proceeds thereof) free of organizational structure without the prior written consent of Bank; payment has occurred or (kB) any discontinuance Broker has been so Instructed by Customer. Each sale or termination purchase of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor Collateral hereunder may be made according to do so; thenBroker’s judgment and may be made at Broker’s discretion, at any time, in any order and in any commercially reasonable manner but with no obligation to utilize third party pricing. The Custodian shall have no duty to investigate or make any determination to verify the option existence of Bankan event of default or compliance by either Broker or Customer with applicable law or the Customer Agreement, and the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank Custodian shall be immediately due and payable without notice fully protected in complying with an Advice from Broker, whether or demandnot Customer may allege that no such event of default or other like event exists.

Default. If The occurrence of any one or more of the of the following events shall occur (each such event being referred to herein as constitute an “"Event of Default”): " under this Mortgage: (a) An Event of Default shall occur under any Transaction Document and shall remain uncured beyond the non-payment expiration of any principal period of notice or interest on this Note grace applicable to such event thereunder; (b) An Event of Default shall occur under the First Mortgage or any First Mortgage Document and shall remain uncured after the expiration of any period of notice or grace, or both, applicable to such Event of Default thereunder; (c) Any payment for Impositions is not made as required herein or any other Obligation on payment (other than as specified in Section 17(a) above) due under any of the date Transaction Documents is not made as and when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; required thereby; (d) Grantor shall abandon the application Real Property, shall sell, lease, assign, convey or transfer (or contract to so sell, lease, assign, convey or transfer) all or any part of the Mortgaged Property except to the extent expressly permitted by the terms hereof, file or cause to be filed any lien or encumbrance against the Mortgaged Property except as expressly permitted by the terms hereof or of the Loan Documents, or grant or modify any easement affecting the Premises (except utility easements for appointment utilities benefitting the Mortgaged Property) without first obtaining Mortgagee's written consent; (e) Grantor shall assign all or any part of a receiver for, the making of Rents to any person or entity other than Mortgagee without first obtaining Mortgagee's written consent; (f) Grantor shall make a general assignment for the benefit of creditors ofcreditors, become insolvent or file a petition for voluntary bankruptcy or shall file a petition or answer seeking reorganization or an arrangement or composition, extension or readjustment of its indebtedness or its consent to the filing appointment of any proceeding seeking any other relief afforded debtors a receiver or affecting rights trustee of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement its property or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; part thereof; (g) any A petition for proceedings in bankruptcy or for reorganization or for an arrangement or composition, extension or readjustment of the indebtedness of the Grantor shall be filed against Grantor and Grantor shall admit the material adverse change in the financial condition of any Obligorallegations thereof, or an order, judgment or decree shall be made approving such petition, or a receiver or trustee of Grantor or its property or any material discrepancy between the financial statements submitted by any Obligor part thereof shall be appointed and the actual financial condition same is not dismissed within 60 days of any Obligorthe filing thereof; or (h) any statementGrantor defaults in the performance, warrantyobservance, or representation made by compliance of any Obligor to Bank proves covenant or agreement on its part to be untrue performed, observed, or complied with hereunder (other than those defaults specified in subclauses 17(a) through 17(g) above) or in any material respectother Loan Document and fails to cure the same within thirty (30) days after written notice of such default from Mortgagee to Grantor unless such default is not susceptible to being cured within thirty (30) days in which event the time shall be extended so long as Grantor is proceeding in good faith and with due diligence to cure the same; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change and in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; thenand every such case Mortgagee, at its option, may, after the option occurrence and during the pendency of Bankan Event of Default and subject to the applicable terms of the Swap Documents, declare the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor Obligations to Bank shall be immediately due and payable without notice as provided in Section 18 below, and Mortgagee may proceed forthwith to enforce the same and exercise all rights, remedies, and recourses as are hereafter set forth or demandotherwise provided at law or in equity, including foreclosure of this Mortgage.

Default. If any of In the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding default by the Seller under the U.S. Bankruptcy Code; (d) Participation Agreement, GB shall have the application for appointment of a receiver forright to enforce its rights, the making of a general assignment for the benefit of creditors of, powers and remedies thereunder or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note hereunder or under any other agreement instrument concerning or securing the financial liabilities of the Seller or other obligations or undertakings of the Seller evidenced by or arising under the Participation Agreement or the transactions contemplated by the Participation Agreement, in any order, and all rights, powers and remedies available to GB in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. The obligations of the Guarantor hereunder are independent of the obligations of the Seller, and GB may proceed directly to enforce all rights under this Guaranty without proceeding against or joining the Seller or any other person and without applying or enforcing any security for the Participation Agreement. The Guarantor hereby authorizes and empowers GB upon making demand for payment of the financial liabilities of the Seller, at its sole discretion, to exercise any right or remedy which GB may have and the Guarantor shall be liable to GB for any deficiency resulting from the exercise by it of any Obligor with such right or in favor of Bank; (f) remedy, even though any judgment, garnishment, seizure, tax lien rights which the Guarantor may have against the Seller or levy against any assets others may be destroyed or diminished by exercise of any Obligor; (g) such right or remedy. Until all of the obligations of the Seller to GB have been paid and performed in full, the Guarantor shall have no right of subrogation to GB, and the Guarantor hereby waives any material adverse change rights to enforce any remedy which GB may have against the Seller and any right to participate in any security for the financial condition Participation Agreement. Further, the Guarantor also hereby waives any claim, right or remedy which the Guarantor may now have or hereafter acquire against the Seller that arises hereunder and/or from the performance by the Guarantor hereunder, including, without limitation, any claim, remedy or right of any Obligorsubrogation, reimbursement, exoneration, indemnification, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue participation in any material respect; (i) any default by any Obligor in claim, right or remedy of GB against the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all Seller or any portion of this Note security which GB acquires, whether or not such claim, right or remedy arises in equity, under contract, by any Obligor statute, under common law or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandotherwise.

Default. Upon the occurrence and continuance of a Default or ------- an Event of Default, Agent shall make a recommendation to Lenders of any actions to be taken and each of the Lenders agrees to promptly confer in order that Lenders can consider such course of action or any other actions to be taken for the enforcement of the Rights of Lenders; provided that Agent shall be entitled (but not obligated) to proceed to take any actions necessary in its reasonable judgment to preserve Rights, pending agreement by Lenders on the course of action to be taken. If the Required Lenders cannot agree on a course of action to be taken within sixty (60) days following Agent's initial recommendation, Agent shall thereafter take such action as Agent deems advisable to enforce the Rights of Lenders. Any action directed or approved by the Required Lenders, including without limitation, any exercise of remedies or initiation of suit or other legal proceedings, shall be binding upon each Lender. In actions with respect to any property of any Borrower, Agent is acting for the account of each Lender to the extent of each Lender's Loan Percentage. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of any of the following events Borrowers to the Obligations shall occur (each such event be construed as being referred to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, each Lender to the extent of its respective Loan Percentage. If Agent acquires any security for the Obligations or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of BankObligations, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank same shall be immediately due held for the benefit of each Lender in proportion to such Lender's respective Loan Percentage. Lenders agree, among themselves, that unless otherwise agreed to by Agent and payable without notice the Required Lenders, all monies collected or demandreceived by Agent in respect of the Credit Facility, directly or indirectly, shall be applied to all costs of collection and then to interest or principal as recommended by Agent and approved by the Required Lenders.

Default. If The occurrence of any of the following events shall occur constitute a default and a breach of this Lease by the Tenant: (each such event being referred i) The failure to herein as an “Event of Default”): (a) the non-make payment when due of any principal installment of rent, Additional Charges or interest on this Note or of any other Obligation on sum herein specified to be paid by the date when due; Tenant; (bii) The failure to pay any taxes or assessments due from the death, dissolution, liquidation or insolvency of Tenant to the City and in any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver forway related to this Lease, the making of a general Premises, any improvements, or the Tenant’s activities or business conducted thereon, including but not limited to any real property, personal property or sales taxes; (iii) An assignment for the benefit of Tenant’s creditors of, or the filing of any proceeding seeking any other relief afforded debtors a voluntary or affecting rights of creditors generally under the laws of any jurisdiction involuntary petition by or against Tenant under any Obligor; law for the purpose of adjudicating Tenant a bankrupt, or for extending the time for payment, adjustment, or satisfaction of Tenant’s liabilities, or for reorganization, dissolution, or arrangement on account of or to prevent bankruptcy or insolvency, unless the assignment or proceeding, and all consequent orders, adjudications, custodies, and supervision are dismissed, vacated or otherwise permanently stated or terminated within thirty (e30) days after the default by assignment, filing or other initial event; (iv) The appointment of a receiver or a debtor-in-possession to take possession of the Premises (or any Obligor portion thereof) or of Tenant’s interest in the payment or performance of leasehold estate (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment portion thereof) or of Tenant’s operations on the Premises (or any portion thereof) by reason of Tenant’s insolvency; (v) The abandonment or vacation of the Premises or any portion thereof; (vi) Execution, levy or attachment on Tenant’s interest in this Note, Lease or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any ObligorPremises, or any material discrepancy between portion thereof; (vii) The breach or violation of any statutes, laws, regulations, rules or ordinances of any kind applicable to Tenant’s use or occupancy of the financial statements submitted by Premises; or (viii) The failure to observe or perform any Obligor covenant, promise, agreement, obligation or condition set forth in this Lease, other than the payment of rent, if such failure shall not be cured within ten (10) days after written notice has been given to Tenant . Notices given under this subsection shall specify the alleged breach and the actual financial condition applicable Lease provision and demand that the Tenant perform according to the terms of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to the Lease. No such notice shall be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance deemed a forfeiture or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at Lease unless the option of Bank, City expressly makes such election in the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandnotice.

Default. If 3.1 The occurrence of any of the following events shall occur will constitute an event of default hereunder (each such event being referred to herein as an “Event of Default”): (a) any “Event of Default” as defined in the non-payment Loan Agreement and the continuance of such Event of Default beyond any principal notice or interest on this Note grace period applicable thereto, or any other Obligation on the date when due; (b) the death, dissolution, liquidation failure of Pledgor to observe or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors ofperform, or the filing breach by Pledgor of, any of the provisions of this Pledge Agreement and the continuance of such failure or breach for 15 days after written notice thereof from the Lender. Upon the occurrence of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of BankDefault, the full amount Lender in its discretion may declare any or all of this Note and all other obligations and liabilities, direct or contingent, of any Obligor the Obligations to Bank shall be immediately due and payable without demand or notice to Pledgor, which are expressly waived and may exercise with respect to the Pledged Shares any one or demandmore of the rights and remedies provided a secured party under the Uniform Commercial Code, as adopted and in effect at such time in the State of New Jersey (the “UCC”). 3.2 The sale of the Pledged Shares or any portion thereof may be made at any public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery, in one lot as an entirety or in separate parcels, as the Lender shall deem appropriate, in the event of default on the Loan Agreement and Note subject to the provisions of the UCC and Treasury Regulation Section 54.4975-7(b)(6). At any bona fide public sale the Lender shall be free to purchase all or any part of the Pledged Shares. Any such sale may be for cash or credit. The Lender shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Shares for their own account in compliance with Section 4(2) of the Securities Act of 1933 or any other applicable exemption available under such Act. The Lender will not be obligated to make any sale if it determines in good faith not to do so, regardless of the fact that notice of the sale may have been given. The Lender may in good faith adjourn any sale and sell at the time and place to which the sale is adjourned. 3.3 The Pledgor agrees that in any sale of any of the Pledged Shares, the Lender is hereby authorized to comply with any limitation or restriction in connection with such sales as it deems necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official or the court, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Lender be liable or accountable to the Pledgor for any discount allowed by reason of the fact that any of the Pledged Shares are sold in compliance with any such limitation or restriction. 3.4 Out of the proceeds of any sale, the Lender may retain an amount equal to the unpaid principal and interest then due on all of the Obligations plus the amount of the reasonable expenses of such sale, and shall pay any balance of such proceeds to the Pledgor. The foregoing rights are in addition to any other rights granted the Lender in the documents representing or securing the Obligations and/or by applicable law and all rights granted to the Lender herein or therein shall be cumulative. Whenever notice is required by law to be sent by the Lender to Pledgor of any sale or other disposition of the Pledged Shares, 10 days’ written notice sent by certified mail to Pledgor at the address specified in paragraph 10, below, or at such other address as Pledgor may furnish the Lender in writing from time to time for this purpose, will be reasonable.

Default. If any Any one of the following events shall occur (each such event being referred to herein as constitute an “"Event of Default”): " hereunder: (a) the non-payment Lessee shall fail to pay when due any installment of rent or other amount due hereunder or under any principal or interest on this Note or any other Obligation on the date when dueService Agreement to which it is a party; (b) the death, dissolution, liquidation Lessee shall fail to observe or insolvency of perform any Obligorother agreement to be observed or performed by Lessee hereunder or under any Service Agreement to which it is a party; (c) Lessee, any guarantor of the filing by Lease, or against any Obligor partner of Lessee if Lessee is a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of partnership shall cease doing business as a receiver for, the making of a general going concern or make an assignment for the benefit of creditors ofcreditors; (d) Lessee, any guarantor of the Lease, or any partner of Lessee if Lessee is a partnership shall voluntarily file, take any action to authorize the filing filing, or have filed against it involuntarily, a petition for liquidation, reorganization, adjustment of any proceeding seeking any other debt or similar relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by federal or against any Obligorstate bankruptcy or insolvency law; (e) a trustee, receiver, or liquidator be appointed for Lessee, any guarantor of the default by any Obligor in Lease, or for all or a substantial part of the payment or performance assets of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement Lessee or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bankguarantor; (f) any judgmentindividual Lessee or individual guarantor of the Lease, garnishmentor partner of Lessee if Lessee is a partnership, seizure, tax lien or levy against any assets of any Obligorshall die; (g) an event of default shall occur under any material adverse change in the financial condition of any Obligor, other obligation Lessee or any material discrepancy between guarantor of the financial statements submitted by any Obligor and the actual financial condition of any ObligorLease owes to Lessor; (h) an event of default by Lessee shall occur under any statement, warranty, agreement involving Lessee's or representation made by any Obligor a guarantor's indebtedness to Bank proves to be untrue in any material respecta lender for borrowed money; or (i) any default by any Obligor in the payment Lessee shall have terminated its corporate existence, consolidated with, merged into, or performance conveyed or leased substantially all of any material liabilities, indebtedness or obligations its assets as an entity to any other creditorperson unless:(i) such person executes and delivers to Lessor an agreement satisfactory in form and substance to Lessor, in its sole discretion, containing such person’s effective assumption and its agreement to pay, perform, comply with and otherwise be liable for all of Lessee’s obligations having previously arisen, or then or thereafter arising, under the Lease together with any documents, agreements, certificates, opinions and filings by Lessor; and (jii) Lessor (and any merger, consolidation or change in any Obligor’s type or form Assignee) is satisfied as to the creditworthiness of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandsuch person.

Default. If 5.2.1 In the event of a Default under a Transaction, all outstanding Transactions (including any Transaction which has not been settled and in respect of which the value date as determined by PCT is on or precedes the date on which PCT terminates such Transaction) entered between the Client and PCT shall be deemed immediately liquidated at prevailing prices (or, if not available, at such prices PCT in good ▇▇▇▇▇ ▇▇▇▇▇ fit) and the amounts resulting converted into Australian dollars or such other Currency as PCT may from time to time use as the principal Currency of its business (together with all Margin and/or security duly converted into Australian dollars or such other Currency as PCT may from time to time use as the principal Currency of its business) at PCT’s prevailing rates and set-off against each other and the Margin prior to PCT resorting to any of its other rights and/or payment or repayment to the following events Client (if applicable). 5.2.2 If there occurs in relation to any Transaction or otherwise in relation to an Account or Accounts an Extraordinary Event (as defined below), PCT shall occur have the sole and absolute discretion to determine any adjustments or action necessary in relation to such Transaction or any or all Transactions or otherwise to an Account or Accounts in view of the Extraordinary Event. Such adjustments or actions may include altering or varying the quantities of Currencies or financial instruments or the exchange rates or specifications of Currencies or instruments bought or sold in respect of such Transaction or some or all Transactions, or terminating the Transaction in question or some or all Transactions, or an Account or Accounts or otherwise. Provided PCT undertakes such adjustment and/or action in good faith, any such adjustment or action shall be binding on the Client who shall be liable for any additional Loss incurred by PCT on the account of the Client or which the Client is consequently liable for as a result of such adjustment or action. An “Extraordinary Event” shall mean any event which PCT in good faith believes to have a material adverse effect on any Transaction and shall include without limitation, any Market Disruption Event (as defined below), any form of exchange control restriction or requirement of whatsoever nature affecting availability, convertibility, credit or transfers of Currencies, financial instruments or funds, any form of debt or other moratorium on jurisdictions, individuals or entities, any devaluation, redenomination or demonetisation of the underlying Currencies or financial instruments of any Transaction and/or any form of restriction or requirement which in PCT’s good faith opinion adversely alters or changes the rights or obligations which PCT in good faith undertook upon the establishment of such Transaction. Without prejudice to the fore-going therefore, PCT shall with respect to any and all OTC Transactions be the calculation agent (the “Calculation Agent”) for all underlying reference pricings of a Transaction and all relevant settlement and other pricing for the purposes of determining the respective rights and obligations of the parties by reference to such pricing. PCT does not assume any obligation or duty to, or any relationship of agency or trust for or with the Client for such Transactions (the Client acknowledging that such obligations are inconsistent with a principal to principal relationship between the parties). Any determinations and calculations by PCT shall (in the absence of manifest error) be final and binding on the Client, provided that PCT has acted in good faith; Without prejudice to the foregoing, in the event of a determination by PCT in good faith that any material disruption to the price source set out in the terms for any Transaction or in a relevant reference market has occurred (each such event being referred a “Market Disruption Event”), PCT shall be entitled to herein as an “Event determine in good faith the market pricing of Default”): the underlying reference instrument for the purposes of the parties’ respective rights and obligations under such transaction and its determination shall be final and binding on the parties. In addition, PCT has the sole and absolute discretion to determine: (a) whether a Market Disruption Event has occurred during the non-payment life of any principal an Investment or interest on this Note or any other Obligation its settlement date and if such Market Disruption Event occurs on the settlement date when duewhat price or level should the relevant closing level of the underlying reference instrument be for the purposes of settlement of a relevant Transaction; or (b) whether any adjustments to the death, dissolution, liquidation or insolvency terms of the Transaction should be made as a result of any Obligor; event(s) affecting the underlying reference instrument or (c) if the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (isame is an index) any obligation under this Note of its constituent components or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or combination thereof to which the relevant reference instrument and Transaction relate (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any including but not limited to an index adjustment event such as a material adverse change in the financial condition formula for or the method of any Obligor, calculating the Index or any material discrepancy between failure to calculate and publish the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demand.index);

Default. If at any time any Event of Default under the Note has occurred, then subject to the terms of the Note, all liabilities of Grantor to Lender shall immediately become due and payable; and Collateral Agents or the Lender, in addition to any other rights and remedies which Lender may have, immediately and without demand, may exercise any and all of the rights and remedies granted to a secured party upon default under the UCC. The Collateral Agents and Lender may require Grantor to assemble its Collateral and make it available to the Collateral Agents or the Lender at a place to be designated which is reasonably convenient to the Collateral Agents or the Lender. Grantor shall pay to the Collateral Agents or Lender upon demand any and all expenses, including legal expenses and actual attorney’s fees incurred or paid in protecting or enforcing liabilities and the Collateral Agents’ or the Lender’s rights, including their right to take possession of the Collateral and to hold, prepare for sale, sell and dispose of such Collateral. Any notice of sale, disposition or other intended action by the Collateral Agents or the Lender sent to Grantor at the address specified in the preamble or such other address of Grantor as may from time to time be shown on Collateral Agents or the Lender’s records, at least ten (10) days prior to such action, shall constitute reasonable notice to Grantor. However, to the extent allowed under law, and notwithstanding any other provision of this Agreement, Grantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of demand, notices of sale of any Collateral securing any of the following events Secured Obligations, and notice of the existence, creation or incurring of new or additional indebtedness. Exercise or omission to exercise any right of Lender shall occur (each such event being referred not affect any subsequent right of Lender to herein as an “Event exercise the same. The provisions of Default”): (a) the non-payment this Agreement shall be in addition to those of any principal note or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency evidence of any Obligor; (c) the filing by or against any Obligor liability, all of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank which shall be immediately due and payable without notice or demandconstructed as one instrument.

Default. If The occurrence of any of the following events shall occur (each such event being referred a `default') shall, without notice to STI and at the option of PBF, immediately terminate its forbearance under section 5 of this Forbearance Agreement and result in PBF no longer having any obligation to forbear from the exercise of any of its rights or remedies under the Factoring Documents, applicable law or otherwise, including, but not limited to, any obligation to forbear from (i) requiring immediate repurchase of all Purchased Accounts, or (ii) exercising any of PBF's rights or remedies against the Collateral, including foreclosing judicially or non-judicially to the extent permitted under the Factoring Documents or applicable law: The failure of STI to pay on or before the due date any payment required pursuant to this Forbearance Agreement in accordance with the terms hereof. Any representation or warranty to PBF herein or in any other agreement, document, instrument or certificate executed or delivered pursuant hereto or in connection with any transaction contemplated herein, which proves false or misleading in any material respect when made. Failure of any of STI to comply fully and timely with any of the provisions of this Forbearance Agreement. Breach of any of the terms and conditions of the Factoring Documents as modified herein, with the exception of the Defaults. The occurrence of an “Event of Default”): (a) Default under either the non-payment Loan Agreement or the Guaranty as part of any principal the New Loan Documents. Expiration or interest on this Note or any other Obligation on termination of the date when due; (b) the death, dissolution, liquidation or insolvency ▇▇▇▇▇▇▇ Letter of any Obligor; (c) the filing by or against any Obligor Credit. An Event of a proceeding Default under the U.S. Bankruptcy Code; (d) Investment Agreement. If either of STI or ▇▇▇▇▇▇▇ before all obligations under the application for appointment of a receiver for, the making of a general Factoring Documents and this Forbearance Agreement are paid in full make an assignment for the benefit of creditors ofcreditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or trustee for either of them, or a substantial part of the filing assets of either of them, or commence any proceeding seeking under any other relief afforded debtors bankruptcy or affecting rights reorganization, arrangement, readjustment of creditors generally debt, dissolution or liquidation, under the laws of any jurisdiction by jurisdiction, now or hereafter in effect, or shall have such a petition or application or proceeding commenced against any Obligor; (e) the default by of them which remains undismissed for a period of 60 days or more, or if any Obligor in the payment of them shall have made or performance suffered a transfer of (i) any obligation under this Note or of their assets which transfer may be fraudulent under any deed of trustbankruptcy, mortgage, security agreement fraudulent conveyance or any other document securing payment of this Notesimilar law, or (ii) if any obligation under any other note of them shall have made a transfer of their respective assets to or under any other agreement for the benefit of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other a creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demand.

Default. If any The Agent may declare the Guarantor in default under this Agreement, and may exercise all of its rights hereunder and demand payment of the following events shall occur (each such event being referred Guarantied Obligations subject to herein as an “Event of Default”): the Maximum Guarantied Amount; if: (a) the non-payment Guarantor fails to perform any of its obligations under, or meet any principal covenant of the Guarantor provided in, Section 10(c), 10(p) or interest on 10(q) of this Note Agreement, or fails to perform any of its other obligations under this Agreement or meet any other Obligation on covenant of the date when due; Guarantor provided for herein, which as to any such other obligation or other covenant other than a monetary payment obligation of the Guarantor could be reasonably expected to materially and adversely affect the Guarantor’s ability to perform its payment obligations under this Agreement; (b) any Event of Default under any other Loan Document occurs and is continuing that involves a payment default by the death, dissolution, liquidation Borrower or insolvency that results in the acceleration of any Obligor; the Guarantied Obligations; (c) any Indebtedness of the filing Guarantor in excess of $30,000,000 (whether evidenced by a single facility or against any Obligor of in the aggregate by more than one facility) (i) shall be declared to be or shall become due and payable prior to the stated maturity thereof and, if a proceeding cure period is applicable thereto, such default shall not be cured within the applicable cure period, or (ii) shall not be paid as and when the same becomes due and payable, and, in either case, could be reasonably expected to materially and adversely affect the Guarantor’s ability to perform its payment obligations under the U.S. Bankruptcy Code; this Agreement, and; (d) the application for Guarantor becomes the subject of any bankruptcy, insolvency, arrangement, reorganization, moratorium, or other debtor-relief proceeding under any law, whether now existing or hereafter enacted, or upon the appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing attachment, restraint of or making or levying of any proceeding seeking any other relief afforded debtors order of court or affecting rights legal process affecting, the property of creditors generally under the laws of any jurisdiction by or against any Obligorsuch Guarantor; or (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statementrepresentation, warranty, statement, report or representation certificate made or delivered by the Guarantor or any Obligor officer, director, manager or authorized employee or agent thereof herein or in any other Loan Document or otherwise in writing by such Person in connection with any of the foregoing or in any certificate, report or other statement furnished pursuant to Bank proves or in connection with any of the foregoing, shall be breached or shall prove to be untrue in any material respect, but only in the event that such breach or falsity could be reasonably expected to materially and adversely affect the Guarantor’s ability to perform its payment obligations under this Agreement; or (f) a Change in Control shall occur (for purposes hereof, a Change in Control shall mean the occurrence of any of the following events after the date hereof: (i) any default by any Obligor “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly, or indirectly, of more than fifty percent (50%) of the aggregate voting power of all classes of Capital Stock of the Guarantor entitled to vote generally in an election of directors; (ii) the Guarantor is merged with or into another corporation or another corporation is merged with or into the Guarantor with the effect that immediately after such transaction the stockholders of the Guarantor immediately prior to such transaction hold less than a majority in interest of the total voting power entitled to vote in the payment election of directors, managers or performance trustees of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bankentity surviving the transaction; or (kiii) to the extent not otherwise then constituting an Event of Default, all or substantially all of the Assets of the Guarantor are sold to any discontinuance person or termination persons (as an entirety in one transaction or a series of related transactions) (for purposes hereof, “Capital Stock” of any guaranty of all or Person means any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all shares, interests, participations or other obligations equivalents in the equity (however designated) of such Person and liabilitiesany rights (other than debt securities convertible into an equity interest), direct warrants or contingent, of any Obligor options to Bank shall be immediately due and payable without notice or demandacquire an equity interest in such Person).

Default. If 6.1 The occurrence of any of the following events (after the expiration of any applicable grace or notice periods) shall occur (each such event being referred to herein as be an “Event of Default”): Default hereunder: (a) the non-payment The Borrower shall fail to pay any installment of any principal or interest on this Note account of the Loan or any other Obligation on Liabilities of the Borrower to the Bank within ten (10) days of the date when such payment is due; , or on demand, if such payment is due on demand. (b) The Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement or in any instrument, document or agreement executed in connection therewith and the death, dissolution, liquidation or insolvency expiration of any Obligor; thirty (30) days from written notice of such failure. (c) Any warranty, representation or statement made or furnished to the filing Bank by or against on behalf of the Borrower proves to have been false in any Obligor of a proceeding under the U.S. Bankruptcy Code; material respect when made or furnished or deemed made. (d) Any event which results in the application acceleration of the maturity of the indebtedness of the Borrower to others for appointment borrowed money in excess of a receiver for$300,000.00 under any indenture, agreement, undertaking or otherwise. (e) Dissolution, termination of existence, insolvency, or business failure of the making of Borrower. (f) The Borrower shall: (i) cease, be unable, or admit in writing its inability to pay its debts as they mature, or make a general assignment for the benefit of creditors of, or the filing of enter into any proceeding seeking any composition, trust mortgage or other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligorarrangement with creditors; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) apply for, or consent (by admission of material allegations of a petition or otherwise) to the appointment of a receiver, trustee or liquidator of the Borrower or of a substantial part of its assets, or authorize such application or consent, or proceedings seeking such appointment shall be commenced against the Borrower and continue undismissed for ninety (90) days; or (iii) apply for, or consent (by admission of material allegations of a petition or otherwise) to the application of any obligation under bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any other note jurisdiction, or authorize such application or consent, or proceedings to such end shall be instituted against the Borrower and remain unstayed and undismissed for ninety (90) days, be approved as properly instituted or result in adjudication of bankruptcy or insolvency. (g) The occurrence of an Event of Default under any other agreement between Borrower and Bank or instrument or paper given to Bank by Borrower in connection with this Agreement as amended from time to time. 6.2 Upon the occurrence of any Obligor with or in favor Event of Bank; (f) any judgmentDefault, garnishment, seizure, tax lien or levy against any assets all Liabilities of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between Borrower to the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; thenshall, at the Bank's option and without demand, and notwithstanding any terms of Bankpayment in any note or other instrument evidencing such Liabilities, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be become immediately due and payable without notice or demandpayable.

Default. If (i) Manufacturer shall be considered to be in default hereunder if it either (A) fails to make any payment due Contractor hereunder within three (3) business days of the due date thereof, or (B) fails in any respect to perform any of its other obligations hereunder and such failure continues unremedied for a period of thirty (30) calendar days following Contractor's notice thereof, or (C) has made a representation which proves to be false or breaches a warranty made hereunder, or (D) files (or has filed against it) a petition (or otherwise initiates proceedings) for bankruptcy, reorganization, receivership or other proceedings for the following events protection of debtors, or (E) fails to make any payment due to any third party on or before the due date therefor if the failure to make such payment gives rise to or creates (or if unremedied would give rise to or create) an encumbrance upon the Products or any of them or otherwise restricts Contractor's sale or disposition of the Products or any of them. (ii) Without waiving or limiting any of Contractor's other rights and remedies in the event of a default by Manufacturer, and in addition to Contractor's right of set-off set forth in paragraph 10 above, upon the occurrence of any event of default, Manufacturer shall occur be liable for immediate payment to Contractor of all amounts due or to become due to Contractor hereunder, including, without limitation, Contractor's Expenses, Contractor's Deal Fees and the Commitment Fee. Contractor shall further be entitled to reimbursement for all of its costs of collection, whether or not suit has been filed or judgment entered, including, without limitation, reasonable attorneys' fees and legal expenses. All amounts owed to Contractor pursuant to this paragraph 18(c) shall carry interest at the rate of 2% per month from the effective date of termination, or, in the case of Contractor's costs of collection, from the date such costs are incurred. (each such iii) In the event being referred of default by Manufacturer, and subject to herein any agreements between Contractor and any Senior Lender, Contractor shall further be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code or as an “Event otherwise provided under the Security Agreement. The proceeds of Default”): (a) any amount recovered by Contractor shall be applied, first, to the non-payment of any principal or interest on this Note or any other Obligation on Contractor's reasonable costs and expenses in connection with the date when dueenforcement of Contractor's rights and remedies hereunder; (b) the deathsecond, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in toward the payment or performance satisfaction of (i) all amounts owing Contractor hereunder, including interest thereon; and third, any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves surplus to be untrue in any material respect; (i) any default by any Obligor in paid to Manufacturer or as a court of competent jurisdiction may direct. In the payment or performance case of any material liabilitiesa deficiency, indebtedness or obligations to any other creditor; (j) any mergerManufacturer shall remain liable for such deficiency after such sale, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, with interest at the option of Bank, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or demandrate herein provided.

Default. If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of If (i) any obligation under this Note Borrower shall fail to cause the Letter of Credit to be renewed or under any deed of trust, mortgage, security agreement or any other document securing payment of this Notereplaced within the time and in the manner provided in Section 4, or (ii) Borrower shall fail to timely and fully perform any obligation of its other obligations under any other note or under any other agreement this Agreement (specifically excluding Borrower’s obligations set forth in the fifth sentence of Section 4(a)) following the expiration of any Obligor with applicable notice and cure periods, if any, as may be set forth in this Agreement, then any such failure shall constitute a "default" under this Agreement ("LOC Event of Default") and Lender shall be entitled to exercise its remedies under Section 6(b). An LOC Event of Default also shall constitute an automatic "Event of Default" under and as defined in the Deed of Trust, provided that Lender is unable to draw upon the Letter of Credit after using reasonable efforts to do so. An Event of Default under the Deed of Trust shall also constitute an LOC Event of Default. (b) If (i) there shall occur an LOC Event of Default or in favor an Event of BankDefault under the Deed of Trust; (fii) there shall occur any judgmentaction by Borrower or the Issuing Bank which, garnishmentin the sole and absolute discretion of Lender, seizure, tax lien would jeopardize Lender’s right to draw on the Letter of Credit; or levy against any assets of any Obligor; (giii) there is any material adverse change in the financial condition of any Obligorthe Issuing Bank from that in existence on the date of issuance of the Letter of Credit, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance sole and absolute discretion of any material liabilitiesLender, indebtedness or obligations to any other creditor; (j) any mergerthen Lender may at its option, consolidation or change in any Obligor’s type or form draw upon the Letter of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, Credit the full amount of this Note the Letter of Credit (or such lesser amount as Lender shall determine in its sole and all other obligations absolute discretion, which shall not be deemed a waiver of Lender’s right to make future draws) and liabilitieshold and apply the proceeds thereof as provided below. No delay or omission of Lender in exercising any right to draw on the Letter of Credit shall impair any such right, direct or contingent, shall be construed as a waiver of or acquiescence in any event giving rise to such right. (c) Proceeds of any Obligor draw upon the Letter of Credit shall, subject to Bank shall the provisions hereof, be immediately due and payable held by Lender as cash collateral for Borrower’s obligations under the Loan Documents, unless there is an Event of Default under the Deed of Trust (specifically excluding any Event of Default arising solely under Section 6(a) above) in which event Lender may, without notice or demanddemand on Borrower, at Lender’s option: (i) apply the net proceeds from any drawing on the Letter of Credit (after deducting all costs and expenses permitted under this Agreement) to the payment of accrued interest, late charges, principal (including any prepayment fee occasioned by a principal payment), and/or to any other obligation arising out of the obligations of Borrower or Liable Parties to Lender under this Agreement, any of the other Loan Documents, the Guaranty and/or the Indemnity Agreement in such manner as Lender in its sole and absolute discretion deems appropriate, (ii) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code, or (iii) exercise any other remedies available at law or in equity. Nothing herein shall be deemed to impair the right of Lender to pay any unpaid Tenant Improvement Allowance pursuant to Section 11.5 and other applicable provisions of the Deed of Trust. No delay or omission of Lender in exercising any right to draw on the Letter of Credit shall impair any such right, or shall be construed as a waiver of or acquiescence in any event giving rise to such right. (d) If there is no Event of Default existing under the Deed of Trust, then provided that the requirements of Section 3(a) have been satisfied, Lender shall make the net proceeds from any drawing on the Letter of Credit available to Borrower to pay the Tenant Improvement Allowance in accordance with the terms of the MTO Lease or the applicable Replacement Lease. Neither any draw on the Letter of Credit pursuant to Section 6(b), the use or application of the proceeds thereof in accordance with this Section, or the release or return of the Letter of Credit or the proceeds thereof shall be deemed to constitute an unpermitted setoff or unpermitted "action" under Section 726 of the California Code of Civil Procedure or any similar law, or to cure any default or Event of Default. Lender’s continuation of releases of any Letter of Credit when and as contemplated by this Agreement shall not be deemed Lender’s waiver or a cure of any default by Borrower.

Default. If The occurrence of any one of the following events shall occur (each such event being referred to herein as constitute an “Event of Default”): : (a) the The non-payment payment, when due, of any principal or interest on pursuant to this Note or any other Obligation on the date when due; Note; (b) The material breach of any representation or warranty in this Note. In the deathevent the Noteholder becomes aware of a breach of this Section, the Noteholder shall notify the Company in writing of such breach and the Company shall have ten days’ notice to effect a cure of such breach; (c) The material breach of any covenant or undertaking in this Note, not otherwise provided for in this Section. In the event the Noteholder becomes aware of a breach of this Section, the Noteholder shall notify the Company in writing of such breach and the Company shall have ten days’ notice to effect a cure of such breach; (d) A default shall occur in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any indebtedness of the Company or an event of default or similar event shall occur with respect to such indebtedness, if the effect of such default or event (subject to any required notice and any applicable grace period) would be to accelerate the maturity of any such indebtedness or to permit the holder or holders of such indebtedness to cause such indebtedness to become due and payable prior to its express maturity; (e) The commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment or debt, receivership, dissolution, or liquidation law or insolvency statute or any jurisdiction, whether now or hereafter in effect; or the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Company for, acquiescence in, or consent by the Company to, the appointment of any Obligorreceiver or trustee for the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit of creditors; or the written admission of the Company of its inability to pay its debts as they mature; or (cf) The commencement against the filing by Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or against liquidation law or statute or any Obligor jurisdiction, whether now or hereafter in effect; provided, however, that the commencement of such a proceeding under shall not constitute an Event of Default unless the U.S. Bankruptcy CodeCompany consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 30 days; (d) or the application issuance of any order, judgment, or decree for the appointment of a receiver foror trustee for the Company or for all or a substantial part of the property of the Company, which order judgment, or decree remains undismissed for 30 days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company. Upon the occurrence of any Event of Default, the making of a general assignment for Noteholder may, by written notice to the benefit of creditors ofCompany, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of declare all or any portion of this Note by any Obligor or any attempt by any Obligor the unpaid principal amount due to do so; thenNoteholder, at the option of Banktogether with all accrued interest thereon, the full amount of this Note and all other obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable payable. The Noteholder may also proceed against any guarantor of this obligation without notice or demandwaiving any rights under the terms of this Note.