Common use of Events of Default; Acceleration Clause in Contracts

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default ("Default"): (a) default in the payment or performance, when due or payable, of any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained in this Agreement or in any other agreement between us; (e) any representation, warranty, or statement of fact made to us at any time by you or on your behalf is false or misleading in any material respect; (f) the discontinuance or suspension of the operation of your present business; (g) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) the commencement by or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, or the appointment of a receiver, custodian or trustee of any kind for you or any of your property; (k) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinson.

Events of Default; Acceleration. 6.1 All Obligations shalla. In the event (each, an “Event of Default”) of: (i) any default in payment by the Borrower when due of the principal amount of the Loans, interest thereon or any other amount payable under the Loan Documents, whether at our option and notwithstanding any time the Applicable Maturity Date or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon otherwise; (ii) the occurrence of any one breach or default by the Borrower under this Agreement; (iii) the commencement of any proceeding with respect to the Borrower under any bankruptcy or insolvency law and, in the case of any such proceedings instituted against (but not by or with the consent of) the Borrower, either such proceedings shall remain undismissed or unstayed for a period of 60 days or more of the following events of default ("Default"): (a) default or any action sought in the payment or performance, when due or payable, of any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) daysproceedings shall occur; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained in this Agreement or in any other agreement between us; (eiv) any representation, warranty, representation or statement of fact warranty made to us at any time by you or on your behalf the Borrower herein is false or misleading in any material respectrespect on the date when made or deemed made; (fv) final judgments which exceed an aggregate of $5,000,000 shall be rendered against the discontinuance Borrower and shall not have been paid, discharged or suspension vacated or had execution thereof stayed pending appeal within 30 business days after entry or filing of such judgments; (vi) as of any required date of determination under Regulation U of the operation Board of your present businessGovernors of the Federal Reserve System, the value of the Collateral is less than the value required by such Regulation U so as to cause a violation of such Regulation U; or (gvii) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) the commencement by or against you of any action, case or proceeding for relief under any provision of this Agreement shall fail to be valid and binding on, or enforceable against, the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your propertyBorrower, or the appointment lien created under this Agreement shall cease to be a first priority, fully perfected security interest in the Collateral granted by the Borrower, the Lender may elect then, or at any time thereafter, to declare the Loans to be immediately due and payable in whole or in part, whereupon the principal amount of a receiverthe Loans so declared to be due and payable, custodian together with accrued interest thereon and all other liabilities of the Borrower accrued hereunder, under any Loan Document and under any other document relating to the Loans, shall become immediately due and payable in cash, without presentment, setoff, protest, deduction, or trustee any notice of any kind for you kind, all of which are hereby expressly waived by the Borrower, anything contained herein, in any Loan Document or in any other document relating to the Loans to the contrary notwithstanding. Notwithstanding the foregoing, if an Event of Default under clause (iii) or clause (vi) shall occur and be continuing with respect to the Borrower, then the unpaid principal amount of the Loans together with interest thereon and all other liabilities of the Borrower accrued hereunder, under this Agreement and under any other document relating to the Loans, shall automatically become immediately due and payable in cash, without presentment, setoff, protest, deduction, or any of your property; (k) any change in your condition or affairs (financial or otherwise) or that notice of any endorserkind, guarantor all of which are hereby expressly waived by the Borrower, anything contained herein or in any other person liable on document relating to the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) Loans to the termination of, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsoncontrary notwithstanding.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the The occurrence of any one or more of the following events shall constitute a default under this Agreement, each of the Loan Documents and the Obligations (collectively “Events of Default”): (1) default by the Borrower in payment on its due date of any principal or interest called for under the Loan or the Loan Documents, or of other amounts due under any other of the Obligations, or other event of default under the Loan Documents or the other Obligations, provided such default is not cured within 15 days after the due date thereof ; ("Default"): 2) the dissolution, termination of existence, merger or consolidation of the Borrower or a sale of Borrower’s business or the Collateral ; (3) the Borrower shall (a) default in apply for or consent to the payment appointment of a receiver, trustee or performance, when due liquidator of it or payable, of any of the Obligations includingits property, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantormake a general assignment for the benefit of creditors, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentationbe adjudicated as bankrupt or insolvent, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any representation, warranty law or covenant contained in this Agreement statute or an answer admitting the material allegations of a petition filed against it in any other agreement between us; proceeding under any such law or statute, or (e) offer or enter into any representationcomposition, warranty, extension or statement arrangement seeking relief or extension of fact made to us at any time by you its debts; or on your behalf is false (4) proceedings shall be commenced or misleading in any material respect; (f) the discontinuance or suspension of the operation of your present business; (g) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) the commencement by or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachmentan order, judgment or lien against you decree shall be entered, without the application, approval or consent of the Borrower, in or by any court of your propertycompetent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a receiver, custodian trustee or trustee liquidator of the Borrower , or of all or a substantial part of its assets, and such proceedings, order, judgment or decree shall continue undischarged or unstayed for a period of sixty (60) days. Upon the occurrence of any kind for you Event of Default, the Lender’s commitment to make further Loans under the Loan Documents or any other agreement with the Borrower shall immediately cease and terminate and, at the election of your property; (k) any change in your condition or affairs (financial the Lender, all of the Obligations of the Borrower to the Lender, either under this Agreement, the Loan Documents, or otherwise) , will immediately become due and payable without further demand, notice or that protest, all of which are hereby expressly waived. Thereafter, the Lender may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the Borrower and any endorser, other endorser or guarantor or other person liable on of the Borrower’s Obligations, that in our sole discretion exercised by us either jointly or severally, and may proceed to liquidate and realize upon any of its Collateral in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination ofrights of a secured party under the Uniform Commercial Code, under any Loan Documents, under any other agreement between the Borrower and the Lender, or under any agreement between any guarantor or endorser of the occurrence Borrower’s Obligations to the Lender, and to apply the proceeds thereof to payment of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industriesthe Obligations of the Borrower to the Lender in such order and in such manner as the Lender, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsonin its sole discretion, deems appropriate.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding If any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default ("Events of Default"): ) shall occur: (a) default in the payment or performance, when due or payable, of any of the Obligations including, without limitation, your failure Borrower shall fail to pay to us any Obligation due on demand when such demand is made and continues unremedied for within five (5) daysdays of when due and payable any principal of or interest on the Loans or any other sum due under any of the Loan Documents; (b) default by the Guarantor shall fail to comply with any guarantor, endorser term or other person liable on condition set forth in its Guaranty without the prior written consent of the Bank (except if the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or have been paid in favor of us; (c) your making any misrepresentation, orally or full in writing, to us whether for cash and the purpose of obtaining credit or an extension of credit, or otherwiseCommitment has terminated); (d) your breach the Borrower or any of its Subsidiaries or the Guarantor shall fail to perform any representationother term, warranty covenant or covenant agreement contained in this Agreement or in any other agreement between usthe Loan Documents within thirty (30) days after the Bank has given written notice of such failure to the Borrower; (e) any representationrepresentation or warranty of the Borrower, warranty, any of its Subsidiaries or statement of fact made to us at the Guarantor in the Loan Documents or in any time by you certificate or on your behalf is notice given in connection therewith shall have been false or misleading in any material respectrespect at the time made or deemed to have been made; (f) the discontinuance Borrower, any of its Subsidiaries or suspension the Guarantor shall fail to pay when due or within any applicable period of grace any Indebtedness owing to the Bank or any affiliates of the operation of your present businessBank or any other Indebtedness for borrowed money to any other third party in an aggregate principal amount greater than $500,000; (g) your becoming any of the Loan Documents shall cease to be in full force and effect; (h) the Borrower, any of its Subsidiaries or the Guarantor (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or your becoming be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within forty-five (45) days following the commencement thereof, or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (i) the Borrower, any of its Subsidiaries or the Guarantor shall be unable to meet your pay debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) the commencement by or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of there shall remain undischarged for more than thirty (30) days any injunction, attachment, final judgment or lien execution action against you or the Borrower, any of your property, its Subsidiaries or the appointment of a receiverGuarantor that, custodian together with other outstanding claims and execution actions against the Borrower, such Subsidiary or trustee of any kind for you or any of your propertythe Guarantor, exceeds $500,000 in the aggregate; (k) any change a WPI Event of Default shall have occurred and be continuing; (1) the Subscription Agreement shall terminate or cease to be in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our riskfull force and effect; or (lm) the termination ofAvailability under the WPI Loan Agreement shall be less than $3,000,000 at any time; THEN, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinson.at any time thereafter:

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the The occurrence of any one or more of the following events shall constitute a default under this Agreement, each of default the Loan Documents and each of the Obligations (individually, an "Event of Default", and collectively, "Events of Default"): (a1) default in if any statement, representation or warranty made by the payment BORROWER or performance, when due or payable, of any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained Guarantor in this Agreement or in any other agreement between us; (e) any representation, warrantyof the Loan Documents, or statement in connection with any of fact made the same, or if any financial statement, report, schedule, or certificate furnished by the BORROWER or Guarantor or any of its officers or accountants to us at any time by you or on your behalf is the BANK, shall prove to have been false or misleading in any material respectrespect when made; (f2) default by the BORROWER in payment on its due date of any principal or interest called for under any of the Loans or the Loan Documents, or of other amounts due under any other of the Obligations, or other event of default under the Loan Documents or the other Obligations, provided such default is not cured within any applicable grace period thereunder; (3) default by the BORROWER in the performance or observance of any of the provisions, terms, conditions, warranties or covenants of this Agreement, the Loan Documents, or any other of the Obligations; (4) the discontinuance dissolution, termination of existence, merger or suspension consolidation of the operation BORROWER other than a merger or consolidation in which the BORROWER is the surviving entity, or a sale of your present BORROWER's business or the Collateral not in the ordinary course of business; (g5) your becoming insolventthe BORROWER or the Guarantor shall (a) apply for or consent to the appointment of a receiver, trustee or your becoming unable to meet your debts as they mature; liquidator of it or any of its property, (hb) your calling any meeting make a general assignment for the benefit of creditors, (c) be adjudicated as bankrupt or having insolvent, (d) file a creditors' committee appointedvoluntary petition in bankruptcy, or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, or (e) offer or enter into any composition, extension or arrangement seeking relief or extension of its debts; (i6) the commencement by proceedings shall be commenced or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachmentan order, judgment or lien against you decree shall be entered, without the application, approval or consent of the BORROWER or Guarantor, as the case may be, in or by any court of your propertycompetent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a receiver, custodian trustee or trustee liquidator of the BORROWER or Guarantor, or of all or a substantial part of its assets. and such proceedings, order, judgment or decree shall continue undischarged or unstayed for a period of sixty (60) days; (7) BORROWER's inability to pay its debts as they mature or other act of insolvency, however defined and determined by the BANK in a commercially reasonable manner; (8) a judgment for the payment of money shall be rendered against the BORROWER and the same shall remain undischarged for a period of thirty (30) days, during which period execution shall not be effectively stayed; or (9) if BANK otherwise deems itself insecure within the meaning of New Hampshire RSA 382-A:1-208 (as amended). Upon the occurrence of any kind for you Event of Default, the BANK's commitment to make further Loans under the Loan Documents or any other agreement with the BORROWER, and to make any advances or disbursements under any Loan, shall immediately cease and terminate and, at the election of your property; (k) the BANK, all of the Obligations of the BORROWER to the BANK, under any change in your condition or affairs (financial of this Agreement, the Loan Documents, or otherwise) , will immediately become due and payable without further demand, notice or that protest, all of which are hereby expressly waived. Thereafter, the BANK may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the BORROWER, the Guarantor, and any endorser, other endorser or guarantor or other person liable on of the BORROWER's Obligations, that in our sole discretion exercised by us either jointly or severally, and may proceed to liquidate and realize upon any of its Collateral in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination ofrights of a secured party under the Uniform Commercial Code, under any other applicable law, under any Loan Documents, under any other agreement between the BORROWER and the BANK, or under any agreement between any guarantor or endorser of the occurrence BORROWER's Obligations to the BANK, and to apply the proceeds thereof to payment of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industriesthe Obligations of the BORROWER to the BANK in such order and in such manner as the BANK, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsonin its sole discretion, deems appropriate.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding If any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default ("Events of Default"): ) shall occur: (a) default in the payment or performance, Borrower shall fail to pay (i) when due and payable any principal of or payable, of interest on the Revolving Credit Loans or (ii) any other sum due under any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for Loan Documents within five (5) daysdays following written demand for payment of the same; (b) default by the Borrower or the Guarantor shall fail to perform any guarantorterm, endorser covenant or agreement contained in Section 8 or 9 (other person liable on than the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or covenant set forth in favor of usss.9(a) hereof); (c) your making any misrepresentation, orally or the Borrower shall fail to perform the covenant set forth in writing, ss.9(a) hereof and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to us whether for the purpose of obtaining credit or an extension of credit, or otherwiseBorrower pursuant to ss.18 hereof; (d) your breach of the Borrower or the Guarantor or any representationAdditional Guarantor shall fail to perform any other term, warranty covenant or covenant agreement contained in this Agreement the Loan Documents and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower; provided, that if any such failure is of a nature that it cannot be corrected within such thirty (30) day period but is capable of being corrected within an additional twenty (20) period, such failure shall not constitute an Event of Default hereunder so long as (i) the Borrower or in any other agreement between usthe Guarantor or such Additional Guarantor, as applicable, institutes reasonable curative action within such initial period and diligently pursues such action to completion and (ii) such failure shall be fully cured within such additional twenty (20) day period; (e) any representation, warranty, representation or statement warranty of fact made to us at the Borrower or the Guarantor or any time by you Additional Guarantor in any of the Loan Documents or on your behalf is in any certificate or notice given in connection therewith shall have been false or misleading in any material respectrespect at the time made or deemed to have been made; (f) the discontinuance Borrower or suspension the Guarantor or any Additional Guarantor shall be in default beyond the expiration of any applicable grace period under any environmental, financial or payment covenant set forth in any agreement or agreements evidencing Indebtedness owing to the Bank or any affiliates of the operation Bank or other Indebtedness in excess of your present business$1,000,000 in aggregate principal amount, or shall fail to pay such Indebtedness when due, subject to any applicable period of grace; (g) your becoming any of the Loan Documents shall cease to be in full force and effect, (h) the Borrower, the Guarantor, any Additional Guarantor or any of their respective Subsidiaries (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or your becoming be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within thirty (30) days following the commencement thereof, or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (i) the Borrower or the Guarantor or any Additional Guarantor shall be unable to meet your pay its debts as they mature; (hj) your calling there shall remain undischarged for more than ten (10) days any meeting of creditors, final (beyond any applicable appeal period) judgment or having a creditors' committee appointed; (i) execution action against the commencement by Borrower or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws Guarantor or any Additional Guarantor (not covered by insurance reasonably satisfactory to the Agent) that, together with other applicable Federal or State bankruptcy, insolvency or other similar law; outstanding claims (jnot covered by insurance reasonably satisfactory to the Agent) and execution actions against the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, Borrower or the appointment of a receiver, custodian Guarantor or trustee of any kind for you such Additional Guarantor exceeds $1,000,000 in the aggregate; or any of your property; (k) the Guarantor shall cease to be the general partner of the Borrower at any change time: then, and in your condition any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Revolving Credit Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or affairs (financial or otherwiseother notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantor; provided that in the event of any Event of Default specified in ss.12.1(h) or that 12.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of notice from any endorser, guarantor or other person liable on of the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, Banks or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) Agent or action by the Guaranty Banks or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsonthe Agent.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the The occurrence of any one or more of the following events shall constitute a default under this Agreement, each of default the Loan Documents, and each of the Obligations (individually, an "Event of Default", and collectively, "Events of Default"): (a1) default in if any statement, representation or warranty made by the payment or performance, when due or payable, of any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained BORROWER in this Agreement or in any of the Loan Documents, or in connection with any of the same, or if any financial statement, report, schedule, or certificate furnished by the BORROWER or any of its officers or accountants to the BANK, shall prove to have been false or misleading when made, or subsequently becomes false or misleading, in any material respect (as determined in the BANK's sole discretion); (2) default by the BORROWER in payment on its due date of any principal or interest called for under any of the Loans or the Loan Documents, or of other agreement between usamounts due under any other of the Obligations, or other event of default under the Loan Documents or the other Obligations, provided such default is not cured within any applicable grace period thereunder; (3) default by the BORROWER in payment on its due date of any principal or interest called for under any of the Subordinated Debt; (4) default by the BORROWER in the performance or observance of any of the provisions, terms, conditions, warranties or covenants of this Agreement, the Loan Documents, or any other of the Obligations; (5) the dissolution, termination of existence, merger or consolidation of any BORROWER or a sale of BORROWER's business or the Collateral not in the ordinary course of business; (6) BORROWER shall (a) apply for or consent to the appointment of a receiver, trustee or liquidator of it or any of its property, (b) make a general assignment for the benefit of creditors, (c) be adjudicated as bankrupt or insolvent, (d) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, or (e) offer or enter into any representationcomposition, warranty, extension or statement arrangement seeking relief or extension of fact made to us at any time by you or on your behalf is false or misleading in any material respectits debts; (f7) the discontinuance proceedings shall be commenced or suspension of the operation of your present business; (g) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) the commencement by or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachmentan order, judgment or lien against you decree shall be entered, without the application, approval or consent of any BORROWER, in or by any court of your propertycompetent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a receiver, custodian trustee or trustee liquidator of BORROWER, or of all or a substantial part of its assets, and such proceedings, order, judgment or decree shall continue undischarged or unstayed for a period of sixty (60) days; (8) BORROWER's inability to pay its debts as they mature or other act of insolvency, however defined and determined by the BANK in its sole discretion; (9) a judgment for the payment of money shall be rendered against BORROWER and the same shall remain undischarged for a period of thirty (30) days, during which period execution shall not be effectively stayed; or (9) if BANK otherwise deems itself insecure within the meaning of New Hampshire RSA 382-A:1-208 (as amended). Upon the occurrence of any kind for you Event of Default, the BANK's commitment to make further Loans under the Loan Documents or any other agreement with the BORROWER, and to make any advances or disbursements under any Loan, shall immediately cease and terminate and, at the election of your property; (k) any change in your condition or affairs (financial the BANK, all of the Obligations of the BORROWER to the BANK, either under this Agreement, the Loan Documents, or otherwise) , will immediately become due and payable without further demand, notice or that protest, all of which are hereby expressly waived. Thereafter, the BANK may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the BORROWER, and any endorser, other endorser or guarantor or other person liable on of the BORROWER's Obligations, that in our sole discretion exercised by us either jointly or severally, and may proceed to liquidate and realize upon any of its Collateral in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination ofrights of a secured party under the Uniform Commercial Code, under any other applicable law, under any Loan Documents, under any other agreement between the BORROWER and the BANK, or under any agreement between any guarantor or endorser of the occurrence BORROWER's Obligations to the BANK, and to apply the proceeds thereof to payment of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industriesthe Obligations of the BORROWER to the BANK in such order and in such manner as the BANK, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsonin its sole discretion, deems appropriate.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default ("Default"): (a) default in the payment or performance, when due or payable, of any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained in this Agreement or in any other agreement between us; (e) any representation, warranty, or statement of fact made to us at any time by you or on your behalf is false or misleading in any material respect; (f) the discontinuance or suspension of the operation of your present business; (g) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) the commencement by or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, or the appointment of a receiver, custodian or trustee of any kind for you or any of your property; (k) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing CompanyCarlyle Industries, Inc.; and (C) the Guaranty or Brokeraxx Xxxxxxx Brokerage Account Pledge and Security Agreement or Guaranty with Robert A. Levinson.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the The occurrence of any one or more of the following events shall constitute a default under this Agreement, each of default the other Loan Documents, and the Obligations (collectively, "Events of Default"): (a1) default in if any statement, representation or warranty made by the payment or performance, when due or payable, of any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained BORROWER in this Agreement or in any of the other agreement between usLoan Documents, or in connection with any of the same, or if any financial statement, report, schedule, or certificate furnished by the BORROWER or any of its officers or accountants to the BANK, shall prove to have been false or misleading when made, or subsequently becomes false or misleading, in any material respect (as determined in the BANK's sole discretion); (2) default by the BORROWER in payment on its due date of any principal or interest called for under any of the Loans or the Loan Documents, or of other amounts due under any other of the Obligations, or other event of default under the Loan Documents or the other Obligations, provided such default is not cured within any applicable grace period thereunder; (3) default by the BORROWER in the performance or observance of any of the provisions, terms, conditions, warranties of covenants of this Agreement, the Loan Documents, or any other of the Obligations; (4) the dissolution, termination of existence, merger or consolidation of the BORROWER or a sale of BORROWER's business not in the ordinary course of business; (5) the BORROWER shall (a) apply for or consent to the appointment of a receiver, trustee or liquidated of it or any of its property, (b) make a general assignment for the benefit of creditors, (c) be adjudicated as bankrupt or insolvent, (d) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, or (e) offer or enter into any representationcomposition, warranty, extension or statement arrangement seeking relief or extension of fact made to us at any time by you or on your behalf is false or misleading in any material respectits debts; (f6) the discontinuance proceedings shall be commenced or suspension of the operation of your present business; (g) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) the commencement by or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachmentan order, judgment or lien against you decree shall be entered, without the application, approval or consent of the BORROWER, in or by any court of your propertycompetent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a receiver, custodian trustee or trustee liquidator of any kind the BORROWER of all or a substantial part of its assets, and such proceedings, order, judgment or decree shall continue undischarged or unstayed for you or any a period of your propertysixty (60) days; (k7) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor BORROWER's inability to pay its debts as they mature or other person liable on act of insolvency, however defined and determined by the Obligations, that BANK in our its sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our riskdiscretion; or (l8) a judgment for the payment of money shall be rendered against the BORROWER and the same shall remain undischarged for a period of thirty (30) the termination ofdays, or during which period execution shall not be effectively stayed. Upon the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement any Event of Default, the BANK's commitment to make further Loans or any advance thereunder, under the Loan Documents or any other agreement with Westwater Industriesthe BORROWER shall immediately cease and terminate and, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; at the election of the BANK, all of the Obligations of the BORROWER to the BANK, either under this Agreement, the Loan Documents, or otherwise, will immediately become due and (C) payable without further demand, notice or protest, all of which are hereby expressly waived. Thereafter, the Guaranty BANK may proceed to protect and enforce its rights, at law, in equity, or Brokeraxx Xxxxxxx Pledge otherwise, against the BORROWER, under this Agreement, under any Loan Documents, under any other agreement between the BORROWER and Security Agreement with Robert A. Levinsonthe BANK, or under any agreement between any guarantor or endorser of the BORROWER's Obligations to the BANK.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding If any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default ("Events of Default"): ) shall occur: (a) default in the payment or performance, Borrower shall fail to pay (i) when due and payable any principal of or payable, of interest on the Revolving Credit Loans or any Reimbursement Obligation or (ii) any other sum due under any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for Loan Documents within five (5) daysdays following written demand for payment of the same; (b) default by the Borrower or the Guarantor shall fail to perform any guarantorterm, endorser covenant or agreement contained in ss.8 or ss.9 (other person liable on than the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or covenant set forth in favor of usss.9(a) hereof); (c) your making any misrepresentation, orally or the Borrower shall fail to perform the covenant set forth in writing, ss.9(a) hereof and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to us whether for the purpose of obtaining credit or an extension of credit, or otherwiseBorrower pursuant to ss.18 hereof; (d) your breach of the Borrower or the Guarantor or any representationAdditional Guarantor shall fail to perform any other term, warranty covenant or covenant agreement contained in this Agreement the Loan Documents and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower; provided, that if any such failure is of a nature that it cannot be corrected within such thirty (30) day period but is capable of being corrected within an additional sixty (60) day period, such failure shall not constitute an Event of Default hereunder so long as (i) the Borrower or in any other agreement between usthe Guarantor or such Additional Guarantor, as applicable, institutes reasonable curative action within such initial period and diligently pursues such action to completion and (ii) such failure shall be fully cured within such additional sixty (60) day period; (e) any representation, warranty, representation or statement warranty of fact made to us at the Borrower or the Guarantor or any time by you Additional Guarantor in any of the Loan Documents or on your behalf is in any certificate or notice given in connection therewith shall have been false or misleading in any material respectrespect at the time made or deemed to have been made; (f) the discontinuance Borrower or suspension the Guarantor or any Additional Guarantor shall be in default beyond the expiration of any applicable grace period under any environmental, financial or payment covenant set forth in any agreement or agreements evidencing Indebtedness owing to the Bank or any affiliates of the operation Bank or other Indebtedness in excess of your present business$1,000,000 in aggregate principal amount, or shall fail to pay such Indebtedness when due, subject to any applicable period of grace; (g) your becoming any of the Loan Documents shall cease to be in full force and effect; (h) the Borrower, the Guarantor, any Additional Guarantor or any of their respective Subsidiaries (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or your becoming be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within thirty (30) days following the commencement thereof, or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (i) the Borrower or the Guarantor or any Additional Guarantor shall be unable to meet your pay its debts as they mature; (hj) your calling there shall remain undischarged for more than ten (10) days any meeting of creditors, final (beyond any applicable appeal period) judgment or having a creditors' committee appointed; (i) execution action against the commencement by Borrower or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws Guarantor or any Additional Guarantor (not covered by insurance reasonably satisfactory to the Agent) that, together with other applicable Federal or State bankruptcy, insolvency or other similar law; outstanding claims (jnot covered by insurance reasonably satisfactory to the Agent) and execution actions against the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, Borrower or the appointment of a receiver, custodian Guarantor or trustee of any kind for you such Additional Guarantor exceeds $1,000,000 in the aggregate; or any of your property; (k) the Guarantor shall cease to be the general partner of the Borrower at any change time: then, and in your condition any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Revolving Credit Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or affairs (financial or otherwiseother notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantor; provided that in the event of any Event of Default specified in ss.12.1(h) or that 12.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of notice from any endorser, guarantor or other person liable on of the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, Banks or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) Agent or action by the Guaranty Banks or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsonthe Agent.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding If any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events (each an "Event of default ("Default"): ) shall occur: (a) default in the payment or performance, Borrower shall fail to pay when due and payable any principal of or payable, of interest on the Loans or any other sum due under any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for Loan Documents within five (5) daysdays after the same becomes due; (b) default by the Borrower shall fail to perform any guarantorterm, endorser covenant or other person liable on agreement contained in the Obligations under any guaranteeLoan Documents which is susceptible of cure, endorsement, suretyship agreement or other agreement of and such person with, or in favor of usfailure shall continue for more than 30 days; (c) your making the Borrower shall fail to perform any misrepresentationmaterial term, orally covenant or agreement contained in writing, to us whether for the purpose Loan Documents which is not susceptible of obtaining credit or an extension of credit, or otherwisecure; (d) your breach any representation or warranty of the Borrower or any representation, warranty or covenant contained of its Subsidiaries in this Agreement the Loan Documents or in any other agreement between us; (e) any representation, warranty, certificate or statement of fact made to us at any time by you or on your behalf is notice given in connection therewith shall have been false or misleading in any material respectrespect at the time made or deemed to have been made; (e) the Borrower or any of its Subsidiaries (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any Insolvency Law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within 60 days following the commencement thereof, or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (f) the discontinuance or suspension of the operation of your present business; (g) your becoming insolvent, or your becoming Borrower and its Subsidiaries shall be unable to meet your pay debts as they mature; (g) there shall remain undischarged for more than 30 days any final judgment or execution action against the Borrower or any of its Subsidiaries that, together with other outstanding claims and execution actions against the Borrower and its Subsidiaries exceeds $1,000,000 in the aggregate; (h) your calling any meeting there has been an event of creditors, or having a creditors' committee appointeddefault by the Borrower under the Services Agreement entitling the Lender to terminate the Services Agreement; (i) the commencement by or against you of any action, case or proceeding for relief under any provision CellNet shall cease to own 100% of the Federal bankruptcy laws voting stock, directly or any other applicable Federal indirectly, of the Borrower or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance License Agreement terminates or filing of is amended in any injunction, attachment, judgment or lien against you or any of your propertyrespect adverse to the Borrower without Lender's prior consent, or the appointment of a receiver, custodian or trustee of any kind for you or any of your propertyBorrower defaults in its obligations under the License Agreement; (k) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination ofTHEN, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinson.at any time thereafter:

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding If any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default ("Events of Default"): ) shall occur: (a) default in the payment or performance, Borrower shall fail to pay when due and payable any principal of or payable, of interest on the Loans or any other sum due under any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand Loan Documents when such demand is made and continues unremedied for five (5) daysthe same becomes due; (b) default by the Borrower shall fail to perform any guarantorterm, endorser covenant or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or contained in favor of usss.10; (c) your making the Borrower or any misrepresentationof its Subsidiaries shall fail to perform any other term, orally covenant or agreement contained in writing, the Loan Documents within thirty (30) days after the Bank has given written notice of such failure to us whether for the purpose of obtaining credit or an extension of credit, or otherwiseBorrower; (d) your breach any representation or warranty of the Borrower or any representation, warranty or covenant contained of its Subsidiaries in this Agreement the Loan Documents or in any other agreement between us; (e) any representation, warranty, certificate or statement of fact made to us at any time by you or on your behalf is notice given in connection therewith shall have been false or misleading in any material respectrespect at the time made or deemed to have been made; (e) the Borrower or any of its Subsidiaries shall be in default under any agreement or agreements evidencing Indebtedness owing to the Bank or any affiliates of the Bank or any other Indebtedness for borrowed money to any other third party, or shall fail to pay such Indebtedness when due, or within any applicable period of grace; (f) the discontinuance or suspension any of the operation of your present businessLoan Documents shall cease to be in full force and effect; (g) your becoming insolvent, the Borrower or your becoming unable to meet your debts as they mature; any of its Subsidiaries (hi) your calling any meeting shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or having insolvent, (iii) shall seek the appointment of, or be the subject of an order appointing, a creditors' committee appointed; trustee, liquidator or receiver as to all or part of its assets, (iiv) the commencement by shall commence, approve or against you of consent to, any action, case or proceeding for relief under any provision of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency reorganization or other similar law; law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within forty-five (j45) days following the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your propertycommencement thereof, or (v) shall be the appointment subject of a receiver, custodian or trustee of any kind for you or any of your property; (k) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinson.an order for

Events of Default; Acceleration. 6.1 All Obligations shallThe Bank may, at our option in its sole and notwithstanding any time or credit allowed by any instrument evidencing or representing sameabsolute discretion, be immediately due and payable without notice or demand accelerate the maturity hereof upon the occurrence of any one Event of Default hereunder, and/or any events of default described in any and all other documents or more security instruments which may in any way evidence, govern and/or secure this Promissory Note. By way of example and not limitation, an Event of Default hereunder shall include, but not be limited to any of the following events of default ("Default"): events: (a) default in the payment any representation or performance, when due or payable, of any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is warranty made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained in this Agreement herein or in any report, certificate, financial statement or any other agreement between us; (e) any representation, warranty, or statement of fact instrument furnished in connection with the loan made hereby shall prove to us at any time by you or on your behalf is be false or misleading in any material respect; (b) failure to pay the principal or any interest due and payable pursuant to this Note or any other indebtedness of the Borrower or any Guarantor to the Bank within ten (10) days from the date the same or any installment thereof shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise; (c) involvement in financial difficulties as evidenced by: (i) the appointment or authorization of a custodian as defined in the Bankruptcy Code, provided, however, that in the case of the appointment of a receiver in an involuntary proceeding and such appointment continues in effect and undischarged for a period of thirty (30) days; or (ii) the filing of an involuntary petition under any chapter of the Bankruptcy Code or any Receivership Proceeding, which proceeding or petition remains undismissed for a period of thirty (30) days; (d) any levy, seizure, attachment, execution or similar process shall be issued or levied on or against any of the Borrower's or Guarantor's properties or assets; (e) the Bank believes that any material adverse change in the assets, liabilities, financial condition or business of the Borrower or any Guarantor has occurred since the date of any financial statements delivered to the Bank before or after the date of the execution of this Note; (f) call upon the discontinuance or suspension Borrower for payment of any contingent debt which would materially affect the operation of your present businessBank's position with regard to the collateral pledged for this loan; (g) your becoming insolventsale or other disposition of or encumbrance on any property of the Borrower or any Guarantor, except as permitted hereby or your becoming unable to meet your debts as they matureby any agreement, document or instrument which may in any way evidence, govern and/or secure this Note; (h) your calling any meeting assignment for the benefit of creditorscreditors by, or having a creditors' committee appointedthe commencement of any case or any other proceeding (whether for the purpose of liquidation or rehabilitation or otherwise) under any bankruptcy or insolvency laws or the death of, by or against Borrower or of, by or against any Guarantor; (i) the commencement by Bank in good faith believes that the prospect of payment or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar lawperformance is impaired; (j) participation in any illegal activity or in any activity, whether or not related to the rendition, issuance or filing business of any injunction, attachment, judgment or lien against you the Borrower or any Guarantor that may subject the assets of your property, the Borrower or the appointment of Guarantor to a receiver, custodian or trustee of any kind for you restraining order or any form of your propertyinjunction issued by any federal or state court or any seizure, forfeiture or confiscation by any federal or state governmental instrumentality; and (k) failure to comply with any change and all terms and conditions contained in your condition any other document or affairs (financial or otherwise) or that of security instrument which may in any endorserway evidence, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, or govern and/or secure this Note. Upon the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement any Event of Default, the availability of advances hereunder shall, at the option of the Bank, be deemed to be automatically terminated and the Bank, at its sole and absolute discretion, may declare all advances outstanding hereunder, together with Westwater Industriesany and all accrued interest thereon and all applicable late charges and all other liabilities or obligations of the Borrower and/or any Guarantor to the Bank to be forthwith due and payable without presentment or demand for payment, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) notice of non-payment, protest or any other notice or demand of any type or kind, all of which are hereby expressly waived by the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. LevinsonBorrower and/or any Guarantor.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding If any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default ("DefaultEVENTS OF DEFAULT"): ) shall occur: (a) default in either of the payment or performance, Borrowers shall fail to pay when due and payable any principal of or payable, of interest on the Loan or any other sum due under any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) daysLoan Documents; (b) default by either of the Borrowers shall fail to perform any guarantorterm, endorser covenant or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or contained in favor of usSection 9 hereof; (c) your making either of the Borrowers or the Guarantor shall fail to perform any misrepresentationother term, orally covenant or agreement contained in writing, the Loan Documents after the Bank has given notice of such failure to us whether for the purpose of obtaining credit or an extension of credit, or otherwiseBorrowers; (d) your breach any representation or warranty of the Borrowers or any representation, warranty of their Subsidiaries or covenant contained of the Guarantor in this Agreement the Loan Documents or in any other agreement between us; (e) any representation, warranty, certificate or statement of fact made to us at any time by you or on your behalf is notice given in connection therewith shall have been false or misleading in any material respectrespect at the time made or deemed to have been made; (e) either of the Borrowers or any of their Subsidiaries or the Guarantor shall be in default under any agreement or agreements evidencing Indebtedness owing to (i) the Bank or any affiliates of the Bank or (ii) any other Indebtedness to any other third party; (f) the discontinuance or suspension any of the operation of your present business; Loan Documents shall cease to be in full force and effect, (g) your becoming the Borrowers or any of their Subsidiaries or the Guarantor (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or your becoming be the subject of, an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within sixty (60) days following the commencement thereof, or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (h) either of the Borrowers or any of their Subsidiaries or the Guarantor shall be unable to meet your pay their respective debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) the commencement by there shall remain undischarged for more than thirty (30) days any final judgment or execution action against you of any action, case or proceeding for relief under any provision either of the Federal bankruptcy laws Borrowers or any of their Subsidiaries or the Guarantor that, together with other applicable Federal outstanding claims and execution actions against such Borrower or State bankruptcy, insolvency such Subsidiaries or other similar lawthe Guarantor exceeds $50,000 in the aggregate; (j) the renditionGuarantor shall cease to own legally or beneficially one hundred percent (100%) or more of the voting stock of Discas, issuance or filing of any injunctionInc. on a fully diluted basis, attachment, judgment or lien against you or any of your property, or the appointment of a receiver, custodian or trustee of any kind for you or any of your property; (k) any change in your condition Discas, Inc. shall cease to own legally or affairs beneficially sixty-eight and eight-tenths percent (financial or otherwise68.8%) or that more of any endorserthe voting stock of Discas Recycled Products Corporation on a fully diluted basis, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination ofCDA Guarantee Certificate shall have terminated or (m) the Borrower shall fail to provide the Bank with (i) evidence satisfactory to the Bank that DED has made subordinated loans and grants to the Borrowers in an aggregate amount equal to or greater than $270,000 on terms and conditions satisfactory to the Bank and (ii) a fully executed copy of the DED Subordination Agreement, in each case on or before July 1, 1993; THEN, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinson.at any time thereafter:

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more Any of the following events or conditions shall constitute an "Event of default ("Default"): : (ai) failure by the Borrower to pay when due (whether at the stated maturity, by acceleration, upon demand or otherwise) the Obligations, or any part thereof, or there occurs any event or condition which after notice, lapse of time or after both notice and lapse of time will permit acceleration of any Obligation; (ii) the Borrower shall default in the payment performance or performance, when due or payable, observance of any of the Obligations includingterm, without limitationcovenant, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantor, endorser condition or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained in this Agreement or in any other agreement between usTransaction Document and such default shall continue for a period of thirty (30) days after written notice thereof has been given to the Borrower by the Bank; (eiii) any representation, warrantyrepresentation or warranty made by the Borrower under this Agreement, or statement of fact made to us any other Transaction Document, shall at any time by you or on your behalf is false prove to have been incorrect or misleading in any material respectrespect when made or deemed made; (fiv) the discontinuance Borrower shall (A) default in making any payment when due under any Debt and fail to cure such default during the period of grace, if any, provided for such default, or suspension (B) default in the observance or performance of any other covenant or agreement contained in any document relating to any Debt, and fail to cure such default during the period of grace, if any, provided for such cure, the effect of which default is to cause, or to permit the holder of such Debt (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice as required, any such Debt to become due prior to its stated maturity. The term "Debt" means any obligation of the operation Borrower for borrowed money, or for the deferred purchase price of your present businessproperty, in which the outstanding amount of the obligation exceeds $100,000; (gv) your becoming insolventthe Borrower makes a general assignment, arrangement or composition agreement with or for the benefit of its creditors or makes, or your becoming unable sends notice of any intended, bulk sale; the sale, assignment, transfer or delivery of all or substantially all of the assets of the Borrower to meet your debts a third party; or the cessation by the Borrower as they maturea going business concern; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (ivi) the commencement by Borrower files a petition in bankruptcy or against you institutes any action under federal or state law for the relief of any action, case debtors or proceeding for relief under any provision of the Federal bankruptcy laws seeks or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, or consents to the appointment of a an administrator, receiver, custodian or trustee similar official for the wind up of its business (or has such a petition or action filed against it and such petition action or appointment is not dismissed or stayed within forty-five (45) days; (vii) the entry of any kind for you judgment in excess of $250,000 or order of any court, other governmental authority or arbitrator against the Borrower and such judgment or order is not paid, dismissed or a bond posted therefor within thirty (30) days after the entry thereof; (viii) intentional omission or intentional inaccuracy of facts submitted to the Bank or any of your propertyAffiliate (whether in a financial statement or otherwise); (kix) any an adverse change in your the Borrower, its business, operations, affairs or condition or affairs (financial or otherwise) which change the Bank determines will have a material adverse effect on the ability of the Borrower to pay or perform the Obligations; (x) any pension plan of the Borrower fails to comply with applicable law or has vested unfunded liabilities that, in the opinion of the Bank, might have a material adverse effect on the Borrower's ability to repay its debts; (xi) any indication or evidence received by the Bank that the Borrower may have directly or indirectly been engaged in any type of activity which, in the Bank's discretion, might result in the forfeiture or any property of the Borrower to any governmental authority; (xii) the occurrence of any event described in Section 6(a)(i) through and including 6(a)(xi) with respect to any Subsidiary or to any endorser, guarantor or any other person party liable on for, or whose assets or any interest therein secures, payment of any of the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (lxiii) MIDFA notifies the termination ofBank without the Bank's prior written consent, that its insurance of the Bank for repayment of the Equipment Line is no longer effective or is terminated, as a result of any act or omission of the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. LevinsonBorrower.

Events of Default; Acceleration. 6.1 All Obligations shallThe following constitute an event of default ("Event of Default"): (i) failure by Borrower to make any payment when due (whether at the stated maturity, at our option and notwithstanding by acceleration or otherwise) of the amounts due under this Note, or any part thereof, or there occurs any event or condition which after notice, lapse of time or credit allowed both will permit such acceleration; (ii) Borrower defaults in the performance of any covenant or other provision with respect to this Note or any other agreement between Borrower and the Bank or any of its affiliates or subsidiaries (collectively, "Affiliates"); (iii) Borrower fails to pay when due (whether at the stated maturity, by acceleration or otherwise) any instrument evidencing indebtedness for borrowed money owing to the Bank (other than under this Note), any third party or representing sameany Affiliate, be the occurrence of any event which could result in acceleration of payment of any such indebtedness or the failure to perform any agreement with any third party; (iv) the death or judicial declaration of incompetency of Borrower, if an individual; (v) failure to pay, withhold or collect any tax as required by law; the service or filing against Borrower or any of its assets of any lien (other than a lien permitted in writing by the Bank), judgment, garnishment, order or award, other than a judgment, order or award for which Xxxxxxxx is fully insured, if ten (10) days thereafter such judgment, order or awarded is not satisfied, vacated, bonded or stayed pending appeal; (vi) if Borrower becomes insolvent (however such insolvency is evidenced) or is generally not paying its debts as such debts become due; (viii) the making of any general assignment by Borrower for the benefit of creditors; the appointment of a receiver or similar trustee for Borrower or its assets; or the making of any, or sending notice of any intended, bulk sale; (viii) Borrower commences, or has commenced against it, any proceeding or request for relief under any bankruptcy, insolvency or similar laws now or hereafter in effect in the United States of America or any state or territory thereof or any foreign jurisdiction or any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Borrower; (ix) any representation or warranty made in this Note, any related document, any agreement between Borrower and the Bank or any Affiliate or in any financial statement of Borrower proves to have been misleading in any material respect when made; Borrower omits to state a material fact necessary to make the statements made in this Note, any related document, any agreement between Borrower and the Bank or any Affiliate or any financial statement of Borrower not misleading in light of the circumstances in which they were made; or, if upon the date of execution of this Note, there shall have been any materially adverse change in any of the facts disclosed in any financial statement, representation or warranty that was not disclosed in writing to the Bank at or prior to the time of execution hereof; (x) the occurrence of any event described in sub-paragraph (i) through and including (ix) hereof with respect to any endorser, guarantor or any other party liable for, or whose assets or any interest therein secures, payment of any of the amounts due under this Note ("Guarantor");; (xi) Borrower fails to supply new or additional collateral within ten days of request by the Bank; or (xii) the Bank in good xxxxx xxxxx itself insecure with respect to payment or performance of under this Note. All amounts hereunder shall become immediately due and payable without notice upon the occurrence of Section 5(ix) above, or demand at the Bank's option, upon the occurrence of any one or more other Event of the following events of default ("Default"): (a) default in the payment or performance, when due or payable, of any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained in this Agreement or in any other agreement between us; (e) any representation, warranty, or statement of fact made to us at any time by you or on your behalf is false or misleading in any material respect; (f) the discontinuance or suspension of the operation of your present business; (g) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) the commencement by or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, or the appointment of a receiver, custodian or trustee of any kind for you or any of your property; (k) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinson.

Events of Default; Acceleration. 6.1 All Obligations If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice and/or lapse of time, "Defaults") shall occur: (a) if the Borrower shall fail to pay any principal of any Loan outstanding to it hereunder when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) if the Borrower shall fail to pay any interest on any Loan outstanding to it when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue unremedied for five Business Days; (c) if the Borrower shall fail to pay any fees due hereunder when the same shall become due and payable, and such failure shall continue unremedied for five Business Days; (d) if the Borrower shall fail to perform, discharge, observe or comply with any of the terms, covenants and agreements contained in Section 5.1, 5.6(e) or 5.7 through 5.13; (e) if the Borrower shall fail to perform, discharge, observe or comply with any of the terms, covenants and agreements contained herein (other than those specified in clauses (a), (b), (c), and (d) of this Section 6.1), and such failure shall continue unremedied for 30 days after written notice of such failure has been given to the Borrower by Agent or any Bank; (f) if any representation or warranty of the Borrower contained in this Agreement or any other document or instrument delivered by the Borrower pursuant to or in connection with this Agreement shall prove to have been false or misleading in any material respect as of the time when made or deemed to have been made; (g) if the Borrower shall fail in the performance or the payment, at maturity or within an applicable period of grace, of any obligation contained in any agreement or instrument evidencing any other Indebtedness with respect to borrowed money or credit received in amounts exceeding $2,000,000 (individually or in the aggregate), or any mortgage, pledge, agreement, indenture or other agreement relating thereto, for such period of time as would, or would have permitted (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (h) if the Borrower or any General Partner makes an assignment for the benefit of creditors, or admits in writing its inability to pay or generally fails to pay its debts as they mature or become due, or petitions or applies for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or such General Partner or of any substantial part of the property or assets of the Borrower or such General Partner or commences any case or other proceeding relating to the Borrower or such General Partner under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or takes any action to authorize or in furtherance of any of the foregoing; (i) if any such petition or application is filed or any such case or other proceeding is commenced against the Borrower or any General Partner and the Borrower or such General Partner indicates its approval thereof, consent thereto or acquiescence therein or an order for relief or appointing any such trustee, custodian, liquidator or receiver is entered adjudicating the Borrower or such General Partner bankrupt or insolvent, or approving a petition in any such case or other proceeding, and such order remains in effect for more than 60 days, whether or not consecutive; (j) if there shall remain in force, undischarged, unsatisfied and unstayed, for more than 30 days, whether or not consecutive, any final judgment against the Borrower that, with other outstanding final judgments undischarged against the Borrower, (i) exceeds, in the aggregate, $2,000,000 or (ii) shall have a materially adverse effect upon the business, assets, operations, prospects or condition (financial or otherwise) of the Borrower; (k) if there shall occur a material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower; then and in any such event and subject to the proviso at the end of this Section 6.1, the Agent shall, at our option the request of the Required Banks, by written notice to the Borrower declare (i) the obligation of the Banks to make Loans to the Borrower to be terminated, whereupon the same shall terminate, (ii) the Loans of the Borrower, all interest thereon and notwithstanding any time or credit allowed all other amounts payable by any instrument evidencing or representing samethe Borrower under this Agreement to be forthwith due and payable, whereupon such Loans, all such interest and all such other amounts shall become and be immediately forthwith due and payable without presentment, demand, protest or notice or demand (other than as required above), all of which are expressly waived by the Borrower, provided that upon the occurrence of any of the events specified in clauses (h) or (i) of this Section 6.1, such termination of the obligations to make Loans and acceleration of the maturity of the Loans shall occur automatically and without any action by the Banks. In case any one or more of the following events Events of default ("Default"): (a) default in Default shall have occurred and be continuing, and whether or not the payment or performance, when due or payable, of any Banks shall have accelerated the maturity of the Obligations includingLoans of the Borrower pursuant to the foregoing, without limitationthe Agent shall, your failure at the request of the Required Banks, proceed to pay to us any Obligation due on demand when such demand is made protect and continues unremedied for five (5) days; (b) default enforce its rights by any guarantorsuit in equity, endorser or action at law and/or other person liable on the Obligations under any guaranteeappropriate proceeding, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach specific performance of any representation, warranty covenant or covenant agreement contained in this Agreement or in any other agreement between us; (e) any representation, warranty, or statement of fact made instrument pursuant to us at any time by you or on your behalf is false or misleading in any material respect; (f) which the discontinuance or suspension obligations of the operation of your present business; (g) your becoming insolventBorrower to the Banks hereunder are evidenced, and, if such amount shall have become due, by declaration or your becoming unable otherwise, proceed to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) enforce the commencement by or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws payment thereof or any other applicable Federal legal or State bankruptcy, insolvency or other similar law; (j) equitable right of the rendition, issuance or filing Banks hereunder and under the Pledge Agreement. No remedy conferred upon the Banks herein and in the Pledge Agreement is intended to be exclusive of any injunction, attachment, judgment other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or lien against you now or hereafter existing at law or in equity or by statute or any other provision of your property, or the appointment of a receiver, custodian or trustee of any kind for you or any of your property; (k) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsonlaw. Section 7.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of If any one or more of the following events of default (herein called "DefaultEVENTS OF DEFAULT" and individually, an "): EVENT OF DEFAULT") shall occur and be continuing: (a) default in failure of the payment Borrower to pay principal, any installment of interest or performance, any other sum due hereunder or under the Note when due and payable; (b) failure of the Borrower to pay the outstanding Advances upon termination of the Facility by the Bank or payablethe Borrower; (c) breach of any material representation, warranty, covenant or agreement contained in, or failure by the Borrower to perform any material act, duty or Obligation as required by, this Agreement, or any other Financing Agreement, specifically including, but not limited to, breach of any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or Financial Covenants set forth in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwiseArticle VIII C. hereof; (d) your breach the making by the Borrower of any representation, warranty or covenant contained in this Agreement or in any other agreement between usmisrepresentation of a material fact to the Bank; (e) any representationloss, warrantytheft, or statement destruction of fact made to us at any time a material portion of the Collateral which is not covered by you or on your behalf is false or misleading in any material respectinsurance with Lender's loss payee endorsement as required herein; (f) the discontinuance filing, making or suspension issuance of any levy, seizure, attachment, judgment or injunction upon or against the Borrower, the Collateral, or any other property or assets of the operation of your present businessBorrower; (g) your becoming insolventthe assertion or claim against any or all of the Collateral of a Lien that would or allege to be senior in priority to the Bank's Lien on such Collateral, or your becoming unable to meet your debts as they matureexcept for the lien on Borrower's machinery and equipment in favor of the DECD; (h) your calling if there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days, whether or not consecutive, any meeting of creditorsfinal judgment against the Borrower, which individually or having a creditors' committee appointedtogether with other undischarged, unsatisfied and unstayed final judgments against the Borrower, exceeds $25,000; (i) the Borrower is no longer Solvent, or the dissolution, business failure, appointment of a receiver or custodian, assignment for the benefit of creditors or the commencement by or against you of any action, case or proceeding for relief proceedings under any provision bankruptcy or insolvency law by, against or of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar lawBorrower; (j) the renditioncalling of a meeting of creditors, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, or the appointment of a receivercommittee of creditors or liquidating banks, custodian or trustee offering of any kind a composition extension to creditors by, for you or any of your propertythe Borrower; (k) the loss, revocation or failure to renew any change in your condition regulatory license and/or permit now held or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on hereafter acquired by the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our riskBorrower which has a Material Adverse Effect; or (l) the termination ofoccurrence of a default or event of default (howsoever defined) under any of other Financing Agreements or under any other instrument, document or agreement between the Bank and the Borrower; (m) if the Borrower shall default (as principal or guarantor or other surety) in the payment of any Indebtedness created or incurred for borrowed money or shall default in the performance of or compliance with any other obligation contained in any agreement or instrument evidencing or securing such Indebtedness, and such default gives to the holder of such Indebtedness the right to accelerate the Indebtedness (whether or not the holder has, in fact, accelerated such Indebtedness), or the occurrence right to take action with respect to any collateral securing such Indebtedness, and such default shall continue for longer than the period of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industriesgrace, Inc.if any, specified therein; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (Cn) the Guaranty service of any process upon the Bank seeking to attach or Brokeraxx Xxxxxxx Pledge and Security Agreement garnish by mesne or trustee process any funds of the Borrower which are on deposit with Robert A. Levinson.the Bank, except where the enforcement of such attachment or garnishment is contested by the

Events of Default; Acceleration. 6.1 All Obligations shallAn Event of Default shall be deemed to have occurred hereunder (i) if there is any default under the Notes, at our option and notwithstanding any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon (ii) if the occurrence of any one or more of the following events of default ("Default"): (a) Debtor shall default in the payment or performance, when due or payable, performance of any of the Obligations includingits agreements, without limitationrepresentations, your failure to pay to us any Obligation due on demand when such demand is warranties or covenants made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained in this Agreement herein or in any other agreement between us; instrument or document delivered to the Secured Parties simultaneously herewith, or (eiii) if any representation, warranty, representation or statement of fact made or furnished to us at any time by you or on your behalf is the Secured Parties in connection with this Security Agreement proves to have been false or misleading in any material respect; (f) the discontinuance respect when made or suspension of the operation of your present business; (g) your becoming insolventfurnished, or your becoming unable (iv) if the Debtor becomes insolvent (whether such insolvency shall result from an inability to meet your pay debts as they mature; (h) your calling mature or shall result from having liabilities in excess of the fair market value of its assets), commits any meeting act of bankruptcy or makes a general assignment for the benefit of creditors, or having (v) if any final judgment is docketed or lien filed against Debtor (unless satisfied within 30 days or bonded on appeal), or (vi) if a creditors' committee appointed; (i) petition in bankruptcy or for any relief under any law relating to the commencement relief of debtors, readjustment of indebtedness, reorganization, composition or extension shall be filed, or any proceeding shall be instituted under any such law by or against you Debtor which remains undismissed for a period of any actionthirty (30) days. If there is an Event of Default hereunder, case or proceeding for relief under any provision then the Liabilities shall, at the option of the Federal bankruptcy laws or any other applicable Federal or State bankruptcyMajority Holders, insolvency or other similar law; (j) the renditionwithout notice of demand, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, or the appointment of a receiver, custodian or trustee of any kind for you or any of your property; (k) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; become immediately due and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsonpayable.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding If any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default ("Events of Default"): ) shall occur: (a) default in the payment or performance, Borrower shall fail to pay (i) when due and payable any principal of or payable, of interest on the Revolving Credit Loans or (ii) any other sum due under any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for Loan Documents within five (5) daysdays following written demand for payment of the same; (b) default by the Borrower or the Guarantor shall fail to perform any guarantorterm, endorser covenant or agreement contained in 8 or 9 (other person liable on than the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or covenant set forth in favor of us9(a) hereof); (c) your making any misrepresentation, orally or the Borrower shall fail to perform the covenant set forth in writing, 9(a) hereof and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to us whether for the purpose of obtaining credit or an extension of credit, or otherwiseBorrower pursuant to 18 hereof; (d) your breach of the Borrower or the Guarantor or any representationAdditional Guarantor shall fail to perform any other term, warranty covenant or covenant agreement contained in this Agreement the Loan Documents and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower; provided, that if any such failure is of a nature that it cannot be corrected within such thirty (30) day period but is capable of being corrected within an additional twenty (20) day period, such failure shall not constitute an Event of Default hereunder so long as (i) the Borrower or in any other agreement between usthe Guarantor or such Additional Guarantor, as applicable, institutes reasonable curative action within such initial period and diligently pursues such action to completion and (ii) such failure shall be fully cured within such additional twenty (20) day period; (e) any representation, warranty, representation or statement warranty of fact made to us at the Borrower or the Guarantor or any time by you Additional Guarantor in any of the Loan Documents or on your behalf is in any certificate or notice given in connection therewith shall have been false or misleading in any material respectrespect at the time made or deemed to have been made; (f) the discontinuance Borrower or suspension the Guarantor or any Additional Guarantor shall be in default beyond the expiration of any applicable grace period under any environmental, financial or payment covenant set forth in any agreement or agreements evidencing Indebtedness owing to the Bank or any affiliates of the operation Bank or other Indebtedness in excess of your present business$1,000,000 in aggregate principal amount, or shall fail to pay such Indebtedness when due, subject to any applicable period of grace; (g) your becoming any of the Loan Documents shall cease to be in full force and effect, (h) the Borrower, the Guarantor, any Additional Guarantor or any of their respective Subsidiaries (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or your becoming be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within thirty (30) days following the commencement thereof, or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (i) the Borrower or the Guarantor or any Additional Guarantor shall be unable to meet your pay its debts as they mature; (hj) your calling there shall remain undischarged for more than ten (10) days any meeting of creditors, final (beyond any applicable appeal period) judgment or having a creditors' committee appointed; (i) execution action against the commencement by Borrower or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws Guarantor or any Additional Guarantor (not covered by insurance reasonably satisfactory to the Agent) that, together with other applicable Federal or State bankruptcy, insolvency or other similar law; outstanding claims (jnot covered by insurance reasonably satisfactory to the Agent) and execution actions against the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, Borrower or the appointment of a receiver, custodian Guarantor or trustee of any kind for you such Additional Guarantor exceeds $1,000,000 in the aggregate; or any of your property; (k) the Guarantor shall cease to be the general partner of the Borrower at any change time: then, and in your condition any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Revolving Credit Notes and the other Loan Documents to be, andthey shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or affairs (financial or otherwiseother notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantor; provided that in the event of any Event of Default specified in 12.1(h) or that 12.1(i), all suchamounts shall become immediately due and payable automatically and without any requirement of notice from any endorser, guarantor or other person liable on of the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, Banks or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) Agent or action by the Guaranty Banks or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsonthe Agent.

Events of Default; Acceleration. 6.1 All Obligations shallAny or all of the Liabilities shall be, at our the option of Bank and notwithstanding any time or credit allowed by any instrument evidencing any of the Liabilities or representing sameunder any of the Loan Documents, be immediately due and payable without notice or demand demand, and the obligation of Bank to make advances under any revolving line of credit, or other loan shall immediately cease and terminate upon the occurrence of any one or more of the following events of default (singularly an "Event of Default"): (a1) default in the payment or performance, when due or payable, of any of the Obligations includingLiabilities, without limitationor of any liability or obligation (whether now or hereafter existing, your arising or incurred, direct or indirect, conditional or unconditional) of any endorser, guarantor, or surety for any of the Liabilities (severally a "Promisor"); (2) failure by Obligor, Borrower or any other person or entity, as applicable, to (a) pay to us or perform any Obligation due on demand when such demand is made and continues unremedied for five (5) days; act or obligation imposed hereby or by any of the other Loan Documents, or (b) default by comply with any guarantorof the terms, endorser conditions, covenants or requirements described herein or contained or referenced in one or more of the Loan Documents; (3) failure of Obligor, Borrower or any other person liable on or entity, as applicable, to pay when due (a) any tax (subject to the Obligations under any guarantee, endorsement, suretyship agreement or other agreement right of such person withObligor to contest same as provided in paragraph 17 hereof), or in favor of us(b) any premium on (i) any insurance policy assigned to Bank, or (ii) any insurance covering any Collateral; (c4) your making if any misrepresentation, orally warranty or in writing, representation contained herein shall prove false or misleading with respect to us whether a material fact or if Obligor or Borrower or any Promissory made or makes any other misrepresentation to Bank for the purpose of obtaining credit or an any extension of credit; (5) failure of Obligor, Borrower or any Promisor to furnish financial information or to permit the inspection of the books or records or Collateral of Obligor, Borrower or of any Promisor; (6) the loss, theft, damage, sale, destruction or encumbrance of any uninsured material portion of the Collateral, or otherwisethe sale or encumbrance or the issuance of any execution or the making of any levy, seizure or attachment thereof or thereon; (d7) your breach the insolvency, dissolution, liquidation, suspension of business or death of the Obligor or the Borrower or of any representationPromisor, warranty or covenant contained in this Agreement of any of the Obligor's or in the Borrower's or such Promissor's principal officers if a corporation, or of any other agreement between usof the Obligor's or the Borrower's general partners if a partnership; (e) 8) the Obligor or the Borrower or any representation, warranty, or statement of fact made to us at any time by you or on your behalf is false or misleading in any material respect; (f) the discontinuance or suspension of the operation of your present business; (g) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; Promisor shall (i) fail or admit in writing the commencement by inability of the Obligor or against you the Borrower or any Promisor to pay the Obligor's or the Borrower's or such Promisor's debts generally as they become due, (ii) make a general assignment for the benefit of any action, case creditors or proceeding have an order for relief entered against the Obligor or the Borrower or any Promisor in any proceeding under any provision of the Federal bankruptcy laws code, or (iii) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against the Obligor or the Borrower or such Promisor in any proceeding under any such law, or if corporate or partnership action should be taken by the Obligor or the Borrower or any other applicable Federal or State bankruptcy, insolvency or other similar lawPromisor for the purpose of effecting any of the foregoing; (j9) the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, or the appointment of a receiverreceiver trustee, liquidator or custodian of the Obligor or trustee the Borrower or any Promisor or of any kind for you of their respective properties or assets; (10) the filing of a petition without the application, approval or consent of the Obligor or the Borrower or any Promisor in any court of your propertycompetent jurisdiction, seeking the bankruptcy or reorganization of the Obligor or the Borrower or of any Promisor or of all or a substantial part of their respective properties or assets, or seeking an arrangement with the creditors of any of them, and such petition shall not be dismissed within 30 days after the filing thereof; (k11) any change in your condition the ownership nature, management or affairs control of Borrower or Obligor without the prior written consent of Bank; (financial 12) failure of Obligor or otherwiseBorrower or any other person or entity to maintain any insurance required hereunder and/or assigned or pledged to Bank in connection with any of the Loan Documents; (13) fraud or that misrepresentation by or on behalf of Obligor or Borrower in Obligor's or Borrower's transactions with Bank; (14) violation of or failure to abide by any covenant, term or provision of this Agreement or any of the Loan Documents; or the termination, cancellation or revocation of any endorserLoan Document without Bank's consent or the determination that any of the Loan Documents is void, guarantor voidable or other person liable on unenforceable; (15) any default or event of default under any of the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our riskLoan Documents; or (l16) any default or event of default of Obligor or Borrower under any other loan or indebtedness owing by Obligor or Borrower to Bank, whether or not arising under the Loan Documents. Notwithstanding the foregoing, Obligor or Borrower shall have sixty (60) calendar days to cure any Event of Default without penalty, termination of, or the occurrence payment demand of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industriesthis Loan Agreement. Digital Fusion, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinson., Obligor Digital Fusion, Inc., Borrower By: /s/ Roy E. Crippen, III By: /s/ Gary S. Ryan ----------------------------------- ------------------------------- Its: CEO Its: President ----------------------------------- --------------------------------- Digital Fusion Solutions, Inc., Borrower Digital Fusion Solutions, Inc., Obligor By: /s/ Roy E. Crippen, III By: /s/ Gary S. Ryan ----------------------------------- ------------------------------- Its: President Its: President ----------------------------------- --------------------------------- Summit Research Corporation, Obligor Summit Research Corporation, Guarantor By: /s/ Roy E. Crippen, III -------------------------------------------- Xxx: Xxxxident -------------------------------------------- /s/ Roy E. Crippen, III -------------------------------------------------- Xxx X. Xxxxpen, III, Guarantor /s/ Gary S. Ryan -------------------------------------------------- Gary X. Xxxx, Xxarantor First Commercial Bank of Huntsville, Bank Xx: /x/ Xndy Kattos -------------------------------------------- Its: Xxxxxx Xxce President --------------------- ---------------------------------------------------------------------------------------------------- Loan Number 69403234 / 50 DIGITAL FUSION, INC. FIRST COMMERCIAL BANK Date 03/10/2005 DIGITAL FUSION SOLUTIONS, INC. OF HUNTSVILLE Maturity Date 04/10/2006 4940 CORPORATE DRIVE NW 301 WASHINGTON STREET Lxxx Xxxxxx $ 0,000,000.00 SUITE A HUNTSVILLE, AL 35801 HUNTSVILLE, AL 35808 Fxx. Xxx XX 00-0017344

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the The occurrence of any one or more of the following events shall constitute a default under this Agreement, each of default ("Default"): (a) default in the payment or performanceLoan Documents, when due or payable, of any and each of the Obligations including(individually, without limitationan “Event of Default”, your failure to pay to us and collectively, “Events of Default”): (1) if any Obligation due on demand when such demand is statement, representation or warranty made and continues unremedied for five (5) days; (b) default by any guarantor, endorser the BORROWER or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained GUARANTOR in this Agreement or in any other agreement between us; (e) any representation, warrantyof the Loan Documents, or statement in connection with any of fact made the same, or if any financial statement, report, schedule, or certificate furnished by the BORROWER, GUARANTOR, or any of their officers or accountants to us at any time by you or on your behalf is the BANK, shall prove to have been false or misleading when made, or subsequently becomes false or misleading, in any material respect; (f2) default by the BORROWER in payment on its due date of any principal or interest called for under any of the Loans or the Loan Documents, or of other amounts due under any other of the Obligations, or other default by the BORROWER of its payment obligations under the Loan Documents or the other Obligations, provided such default is not cured within any applicable grace period thereunder; (3) default (other than a payment default described in clause (2) above) by the BORROWER or GUARANTOR in the compliance, performance or observance of any of the provisions, terms, conditions, warranties or covenants of this Agreement, the Loan Documents, or any other of the Obligations, provided that such default is not cured within thirty (30) days of the occurrence thereof, and further provided, however, that no cure period shall be afforded BORROWER or GUARANTOR hereunder if such default has or could reasonably be expected to have an immediate material adverse affect upon the BORROWER’s or GUARANTOR’s financial condition, upon the BORROWER’s or GUARANTOR’s ability to conduct its business, upon the Collateral, or upon the rights, remedies, and/or security of BANK under this Agreement or the other Loan Documents; (4) the discontinuance dissolution, termination of existence, merger or suspension consolidation of the operation BORROWER or GUARANTOR, or a sale of your present all or substantially all of the BORROWER’s or GUARANTOR’S business, assets or properties not in the ordinary course of business; (g5) your becoming insolventthe BORROWER or GUARANTOR shall (a) apply for or consent to the appointment of a receiver, trustee or your becoming unable to meet your debts as they mature; liquidator of any of them or any of their property, (hb) your calling any meeting make a general assignment for the benefit of creditors, (c) be subject to an order of relief from creditors, (d) file a voluntary petition in bankruptcy, or having a creditors' committee appointedpetition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute, or an answer admitting the material allegations of a petition filed against any of them in any proceeding under any such law or statute, or (e) offer or enter into any composition, extension or arrangement seeking relief or extension of their debts; (i6) the commencement by proceedings shall be commenced or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachmentan order, judgment or lien against you decree shall be entered, without the application, approval or consent of the BORROWER or GUARANTOR, as the case may be, in or by any court of your propertycompetent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a receiver, custodian trustee or trustee liquidator of the BORROWER or GUARANTOR, or of all or a substantial part of their assets, and such proceedings, order, judgment or decree shall continue undischarged or unstayed for a period of sixty (60) days; (7) BORROWER’s or GUARANTOR’s inability to pay their debts as they mature or other act of insolvency, as determined by the BANK in a commercially reasonable manner; (8) a judgment for the payment of money not covered by insurance shall be rendered against the BORROWER or GUARANTOR in an amount in excess of $100,000.00 and the same shall remain undischarged for a period of thirty (30) days, during which period execution shall not be effectively stayed; (9) any default or event of default, or failure to pay when due, with respect to any material indebtedness, liabilities or obligations of BORROWER or GUARANTOR to any third party, including, but not limited to, with respect to any Permitted Subordinated Debt; (10) if at any time during the twelve (12) month period from the date of this Agreement, Xxxxx Xxxxxx is not the Chief Executive Officer of the BORROWER; or (11) any material adverse change to the BORROWER or GUARANTOR, or to their financial condition, or to the Collateral, and BORROWER has failed to cure the conditions giving rise thereto after written notice thereof from the BANK. Upon the occurrence of any kind for you Event of Default, the BANK's commitment to make further Loans under the Loan Documents or any other agreement with the BORROWER, and to make any advances or disbursements under any Loan, shall immediately cease and terminate and, at the election of your property; (k) any change in your condition or affairs (financial the BANK, all of the Obligations of the BORROWER to the BANK, either under this Agreement, the Loan Documents, or otherwise) , will immediately become due and payable without further demand, notice or that protest, all of which are hereby expressly waived. Thereafter, the BANK may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the BORROWER and GUARANTOR, and any endorser, guarantor or other person liable on endorser of the BORROWER’s Obligations, that in our sole discretion exercised by us either jointly or severally, and may proceed to liquidate and realize upon any of its Collateral in accordance with our reasonable business judgment materially impairs our Collateral the rights of a secured party under the Uniform Commercial Code, under any other applicable law, under any Loan Documents, under any other agreement between the BORROWER or increases our risk; or (l) GUARANTOR and the termination ofBANK, or under any agreement between any endorser of the occurrence BORROWER’s Obligations to the BANK, and to apply the proceeds thereof to payment of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industriesthe Obligations of the BORROWER to the BANK in such order and in such manner as the BANK, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsonin its sole discretion, deems appropriate.

Events of Default; Acceleration. 6.1 All In addition to all other rights and remedies of Beneficiary set forth in this Deed of Trust, or which it otherwise has, under the other Loan Documents or any security or other agreement heretofore, now or hereafter entered into between Trustor and Beneficiary, or at law or in equity, all of the Secured Obligations shallshall immediately become due and payable, irrespective of the maturity dates expressed in any note or agreement evidencing the same, at our the option of the Beneficiary, and notwithstanding any time without demand or credit allowed by any instrument evidencing or representing samenotice, be immediately due and payable without notice or demand upon the occurrence happening of any one or more of the following events events, any one of which shall constitute a default and event of default hereunder: ("Default"): (ai) any default in the payment or performanceEvent of Default shall occur under, when due or payableas defined in, of any of the Obligations includingLoan Documents; or (ii) any sale, lease (except for tenant leases entered into in the ordinary course of business for a period of not more than 3 years), transfer, or encumbrance of the Property or any portion thereof or interest therein or any personal property in which Beneficiary has a security interest (other than a sale of obsolete or worn out personal property which is being replaced), or any agreement to do any of the foregoing, without limitation, your failure the prior written consent of Beneficiary being first obtained; or (iii) any divestment of the title of any Trustor to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person withProperty, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of creditpart thereof, or otherwise; (d) your breach of any representationinterest therein, warranty or covenant contained in this Agreement or in any other agreement between usmanner whatsoever, whether voluntary or involuntary; or (eiv) any representationof the Property shall be subject to any abatement proceeding. In addition to the foregoing, warranty, or statement an Event of fact made Default shall be deemed to us at any time by you or on your behalf occur if an aggregate of more than * of the stock of Trustor is false or misleading transfered in any material respect; (f) the discontinuance one or suspension more related or unrelated transactions. Upon presentation of a signed statement by Beneficiary setting forth facts showing that one or more of the operation foregoing events has occurred, Trustee is authorized to accept as true and conclusive such statement and all facts contained therein and to act on such statement in such manner as it deems appropriate. No specification herein of your present business; (g) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting an event which constitutes a default and event of creditors, or having a creditors' committee appointed; (i) the commencement by or against you of any action, case or proceeding for relief under default hereunder shall limit any provision of the Federal bankruptcy laws or any other applicable Federal Loan Document specifying that an event is a default or State bankruptcyevent of default thereunder, insolvency whether or not the events so specified are similar. Without limiting Beneficiary's other similar law; (j) the renditionrights and remedies, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, or the appointment of a receiver, custodian or trustee of any kind for you or any of your property; (k) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, or upon the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industriesany default or Event of Default, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinson.interest rate on the Secured Obligations shall increase by an additional 5% per annum until such default has been cured. *50%

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding If any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default ("Events of Default" or, if notice or lapse of time or notice and lapse of time is required, then, prior to such notice and/or lapse of time, "): Defaults") shall occur: (a) if the Company shall default in the payment or performance, when due or payable, of principal on any of the Advances when the same shall become due and payable, whether at maturity or at any date fixed for payment or prepayment or by declaration; (b) if the Company shall default in the payment of any interest on the Advances, or the Facility Fee, Agent's Fee or any other fee or expense payable hereunder or under the other Loan Documents, and such Default shall continue for more than one Business Day, when the same shall become due and payable; (c) if the Company shall default in the performance of or compliance with any term contained in any of 10.3(e), 11.1, 11.2, 11.3, 11.4, 11.5, 11.7, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13, 11.14, 11.15 or 11.16 hereof; (d) if the Company shall default in the performance of or compliance with any term contained in this Agreement other than those referred to above in this 12, and such default shall not have been remedied within 30 days after written notice thereof shall have been given to the Company by the Agent; (e) if any representation or warranty made or deemed made by the Company herein or in connection with any of the transactions contemplated hereby shall prove to have been false or incorrect in any material respect on the date as of which made; (f) if the Company or any Subsidiary shall default (as principal or guarantor or other surety) in the payment of any principal of, or premium, if any, or interest on any indebtedness (other than the Obligations to the Banks hereunder), or with respect to any of the terms of any evidence of such indebtedness or of any agreement relating thereto, and such default shall entitle the holder of such indebtedness to accelerate the maturity thereof and the unpaid balance of any such defaulted indebtedness is equal to or exceeds $1,000,000 unless, in the case of any default, such default has been affirmatively waived by or on behalf of the holder of such indebtedness; (g) if the Company or any Subsidiary makes an assignment for the benefit of creditors, or petitions or applies for the appointment of a liquidator or receiver or custodian (or similar official) of the Company or any Subsidiary, or of any substantial part of the assets of the Company or any Subsidiary or commences any proceeding or case relating to the Company or any Subsidiary under any bankruptcy, reorganization, arrangements, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect; (h) if any such petition or application is filed or any such proceeding or case is commenced against the Company or any Subsidiary and the Company or such Subsidiary indicates its approval thereof, consent thereto or acquiescence therein or an order is entered appointing any such liquidator or receiver or custodian (or similar official), or adjudicating the Company or any Subsidiary bankrupt or insolvent, or approving a petition in any such proceeding or a decree or order for relief is entered in respect of the Company or any Subsidiary in an involuntary case under any bankruptcy or reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar laws of any jurisdiction as now or hereafter constituted; (i) if any order is entered in any proceeding by or against the Company, any Subsidiary decreeing or permitting the dissolution or split-up of the Company or any Subsidiary or the winding up of its affairs; (j) if there shall remain in force, undischarged, unsatisfied and unstayed, for more than 30 days, whether or not consecutive, any final judgment or judgments which exceed, either individually or in the aggregate, more than $1,000,000 against the Company or any Subsidiary; (k) if any governmental authority or any person purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate or to assume custody or control of, all or any substantial part of the property of the Company and its Subsidiaries taken as a whole; (l) if an Event of Default under and as defined in the Trust Credit Agreement shall occur and be continuing; (m) if the Company shall fail to obtain, renew, maintain or comply with all such government approvals as shall now or hereafter be necessary or, in the opinion of special counsel to the Banks, desirable (i) for the execution, delivery or performance by the Company of its, or the exercise by the Banks of their, rights under the Loan Documents or (ii) for the grant by the Trust of the assignments and security interests granted by the Security Documents or for the validity and enforceability or for the perfection of or the exercise by the Agent of its rights and remedies thereunder; or any such government approval shall be revoked, terminated, withdrawn, suspended, modified or withheld or shall cease to be in full force and effect, and such revocation, termination, withdrawal, suspension, modification, withholding or cessation may adversely affect the Banks or the security provided to the Banks under the Loan Documents, or any proceeding shall be commenced by or before any governmental authority for the purpose of so revoking, terminating, withdrawing, suspending, modifying or withholding any such government approval and such proceeding is not dismissed within 30 days; (n) if, without the consent of the Majority Banks, the Fuel Purchase Contract or any Loan Document shall be amended, supplemented, terminated or otherwise modified or become of no force or effect or the obligations of any party thereto shall be modified, suspended, discharged or terminated (in any such case, whether by the voluntary action of any party to such Loan Document, by operation of law, or otherwise and other than by the expiration thereof in accordance with its terms), or the Company shall give any consent, waiver or approval thereunder (other than any consent, waiver or approval which cannot adversely affect the Banks or the security provided to the Banks under the Loan Documents); (o) if any judicial decision, law or regulation or interpretation of any judicial decision, law or regulation shall be adopted or enforced by any court or governmental or regulatory authority (including, without limitation, your failure to pay to us the DPU or similar agency of any Obligation due on demand when such demand is made other state, the SEC, the Department of Energy and continues unremedied for five (5) days; (b) default by any guarantorFERC), endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement and as a result of such person withadoption or enforcement any Loan Document or any transaction contemplated thereby shall be or become, or with the passage of a specific period of time would become, unlawful or the performance of any Loan Document or any material term thereof shall be rendered unlawful or unenforceable unless within 10 days thereof the Company shall have obtained a stay of such action, and such stay shall remain in favor full force and effect, or taken other action which eliminates the adverse consequence of ussuch action; or (cp) your making if the Company's franchise or license to distribute gas is revoked or suspended; then and in any misrepresentationsuch event (unless all Defaults and Events of Default shall theretofore have been remedied) the Agent may and, orally upon the written, telecopied or telephonic (confirmed in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained in this Agreement or in any other agreement between us; (e) any representation, warranty, or statement of fact made to us at any time by you or on your behalf is false or misleading in any material respect; (f) the discontinuance or suspension request of the operation of your present business; (g) your becoming insolvent, or your becoming unable Majority Banks shall by notice to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; the Company declare: (i) the commencement obligation of each Bank to make Advances to the Company to be terminated, whereupon the same shall terminate, and/or (ii) the Advances to the Company, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable without presentment, demand, protest or notice, all of which are hereby expressly waived by the Company. Notwithstanding the foregoing, upon any Event of Default contemplated by subsections (g), (h), or against you (i) above, all amounts specified in clause (ii) above shall become immediately due and payable automatically without any requirement of any action, case or proceeding for relief under any provision of notice from the Federal bankruptcy laws Agent or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, or the appointment of a receiver, custodian or trustee of any kind for you or any of your property; (k) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. LevinsonBank.

Events of Default; Acceleration. 6.1 All Obligations shalla. The prin­cipal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance of any of the following events (each, at our option an “Event of Default”): (i) the Company shall default in the payment of principal or interest on this Note, or (ii) the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occur­rence of any Event of Default, the entire unpaid principal balance of this Note and notwithstanding any time or credit allowed by any instrument evidencing or representing same, all of the unpaid inter­est accrued thereon shall be immediately due and payable without notice payable. Then, or demand upon at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the occurrence Lender (which waiver shall not be deemed to be a waiver of any one or more subsequent default) at the option of the following events of default ("Default"): (a) default Lender and in the payment or performanceLender's sole discretion, when the Lender may consider this Note immediately due or and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of the Obligations includingacceleration), without limitationall of which are hereby expressly waived, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained in this Agreement anything herein or in any note or other agreement between us; (e) instruments contained to the contrary notwithstanding, and the Lender may immediately, and without expiration of any representationperiod of grace, warranty, or statement of fact made to us at enforce any time by you or on your behalf is false or misleading in any material respect; (f) the discontinuance or suspension and all of the operation of your present business; (g) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) the commencement by or against you of any action, case or proceeding for relief under any provision of the Federal bankruptcy laws Lender's rights and remedies provided herein or any other applicable Federal rights or State bankruptcyremedies afforded by law. Upon an Event of Default, insolvency interest shall accrue at a default interest rate of 16% per annum or, if such rate is usurious or other not permitted by current law, then at the highest rate of interest permitted by law. The Company may offset amounts due to the Lender under this Note by similar law; (j) amounts that may be due to the renditionCompany by the Lender resulting from breaches under the Lender Note. If the Lender has terminated the $52,500 Note which is begin purchased by this Note, issuance or filing then this Note than both Notes shall terminate and of any injunction, attachment, judgment or lien against you or any of your property, or the appointment of a receiver, custodian or trustee of any kind for you or any of your property; (k) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsonbe no effect.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding If any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default ("Events of Default"): ) shall occur: (ai) default in the payment or performance, any amount payable hereunder shall not be paid when due or payable, of any of the Obligations including, without limitation, your failure to pay to us any Obligation due on demand when such demand is made and continues unremedied for five (5) daysdue; (bii) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or statement made or deemed made by the undersigned in this Note, in any collateral documents executed contemporaneously herewith, or if subsequent hereto, contemplated hereby or which is contained in any certificate, document, financial or other statement, furnished at any time in connection with this Note shall prove to be incorrect or untrue in any material respect when made or deemed made; (iii) failure by the undersigned to perform or observe any covenant or agreement contained in this Note, the Reimbursement Agreement or in any other agreement between usthe Security Agreement (as defined below); (eiv) any representation, warranty, event described in Paragraphs 12(b) or statement (c) of fact made the Reimbursement Agreement shall have occurred which event entitles the Bank to us at any time by you terminate its obligation to issue Letters of Credit under (and as defined in) the Reimbursement Agreement (whether or on your behalf not the Reimbursement Agreement is false then in effect and whether or misleading in any material respectnot the Bank has actually terminated its obligation to issue Letters of Credit thereunder); (fv) the discontinuance undersigned shall be dissolved or suspension of shall become insolvent or admit in writing its inability to pay its debts or make a general assignment for the operation of your present business; (g) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting benefit of creditors, or having a creditors' committee appointed; (i) the commencement if any proceeding shall be instituted by or against you the undersigned seeking a garnishment, an adjudication of any actionbankruptcy or insolvency, case or proceeding for relief seeking reorganization, arrangement, adjustment or composition of the debts of such person or entity under any provision of the Federal bankruptcy laws or any other applicable Federal or State law relating to bankruptcy, insolvency insolvency, reorganization or relief of debtors, or seeking appointment of or the taking possession by a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar law; (j) official for such person or entity or the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your propertyproperty thereof, or the appointment undersigned shall take any action to authorize any of a receiver, custodian the foregoing; (vi) any governmental authority or trustee any court at the instance thereof shall take possession of any kind for you substantial part of the property of, or any assume control over the affairs or operations of, the undersigned, or the transaction of your property; (k) any change in your condition or affairs (financial or otherwise) or that the usual business of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our riskundersigned shall be suspended; or (lvii) the termination ofundersigned shall grant or suffer to exist any security interest, lien, charge or other encumbrance on the Collateral (as defined in paragraph 14); then, and in each such event (unless the Bank shall otherwise elect in writing), any obligation on the Bank's part to extend or maintain credit to the undersigned hereunder shall immediately cease and this Note and all obligations of the undersigned hereunder shall forthwith be due and payable without presentment, demand, protest or other notices of any kind, all of which are hereby waived by the undersigned. Notwithstanding any other rights the Bank may have under any applicable law and hereunder, upon the occurrence of an Event of Default, the Bank shall have the right to apply (including by way of set off) any of the property of the undersigned now or hereafter in the possession or control of the Bank (including account balances) to a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) reduction of the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. Levinsonobligations of the undersigned under this Note. The undersigned hereby pledges all such property to the Bank to secure this Note.

Events of Default; Acceleration. 6.1 All Obligations shall, at our option and notwithstanding If any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default ("Events of Default" or, if notice or lapse of time or notice and lapse of time is required, then, prior to such notice and/or lapse of time, "): Defaults") shall occur: (a) if the Trust shall default in the payment or performance, of principal on any of the Advances when the same shall become due or and payable, whether at maturity or at any date fixed for payment or prepayment or by declaration; (b) if the Trust shall default in the payment of any interest on the Advances, or the Facility Fee, Agent's Fee or any other fee or expense payable hereunder or under the other Loan Documents when the same shall become due and payable; (c) if the Trust shall default in the performance of or compliance with any term contained in the Security Agreement or in any of 11.3(d), 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, or 12.9 hereof; (d) if the Trust shall default in the performance of or compliance with any term contained in this Agreement other than those referred to above in this 13, and such default shall not have been remedied within 30 days after written notice thereof shall have been given to the Trust by the Agent; (e) if any representation or warranty made or deemed made by the Trust herein or in connection with any of the transactions contemplated hereby shall prove to have been false or incorrect in any material respect on the date as of which made; (f) if the Trust shall default (as principal or guarantor or other surety) in the payment of any principal of, or premium, if any, or interest on any indebtedness (other than the Obligations to the Banks hereunder), or with respect to any of the terms of any evidence of such indebtedness or of any agreement relating thereto, and such default shall entitle the holder of such indebtedness to accelerate the maturity thereof and the unpaid balance of any such defaulted indebtedness is equal to or exceeds $100,000, unless, in the case of any default, such default has been affirmatively waived by or on behalf of the holder of such indebtedness; (g) if the Trust makes an assignment for the benefit of creditors, or petitions or applies for the appointment of a liquidator or receiver or custodian (or similar official) of the Trust, or of any substantial part of the assets of the Trust or commences any proceeding or case relating to the Trust under any bankruptcy, reorganization, arrangements, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect; (h) if any such petition or application is filed or any such proceeding or case is commenced against the Trust and the Trust indicates its approval thereof, consent thereto or acquiescence therein or an order is entered appointing any such liquidator or receiver or custodian (or similar official), or adjudicating the Trust bankrupt or insolvent, or approving a petition in any such proceeding or a decree or order for relief is entered in respect of the Trust in an involuntary case under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar laws of any jurisdiction as now or hereafter constituted; (i) if any order is entered in any proceeding by or against the Trust decreeing or permitting the dissolution or split-up of the Trust or the winding up of its affairs; (j) if there shall remain in force, undischarged, unsatisfied and unstayed, for more than 30 days, whether or not consecutive, any final judgment or judgments which exceed, either individually or in the aggregate, more than $1,000 against the Trust; (k) if any governmental authority or any person purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate or to assume custody or control of, all or any substantial part of the property of the Trust; (l) if the Trust shall default in the performance of or compliance with any term contained in the Security Documents or if an Event of Default under and as defined in the Company Credit Agreement shall occur and be continuing; (m) if the Trust shall fail to obtain, renew, maintain or comply with all such government approvals as shall now or hereafter be necessary or, in the opinion of special counsel to the Banks, desirable (i) for the execution, delivery or performance by the Trust of its, or the exercise by the Banks of their, rights under the Loan Documents or (ii) for the grant by the Trust of the assignments and security interests granted by the Security Documents or for the validity and enforceability or for the perfection of or the exercise by the Agent of its rights and remedies thereunder; or any such government approval shall be revoked, terminated, withdrawn, suspended, modified or withheld or shall cease to be in full force and effect, and such revocation, termination, withdrawal, suspension, modification, withholding or cessation may adversely affect the Banks or the security provided to the Banks under the Loan Documents, or any proceeding shall be commenced by or before any governmental authority for the purpose of so revoking, terminating, withdrawing, suspending, modifying or withholding any such government approval and such proceeding is not dismissed within 30 days; (n) if, without the consent of the Majority Banks, the Fuel Purchase Contract or any Loan Document shall be amended, supplemented, terminated or otherwise modified or become of no force or effect or the obligations of any party thereto shall be modified, suspended, discharged or terminated (in any such case, whether by the voluntary action of any party to such Loan Document, by operation of law, or otherwise and other than by the expiration thereof in accordance with its terms), or the Trust shall give any consent, waiver or approval thereunder (other than any consent, waiver or approval which cannot adversely affect the Banks or the security provided to the Banks under the Loan Documents); (o) if the Agent and the Banks shall fail to have a valid and perfected first priority security interest, subject to no liens prior or equal to the liens of the Security Documents except, in the case of fuel stored in storage fields under the control of Persons other than the Trust, the lien for storage charges and interest thereon, to the extent permitted by applicable law, over all the collateral and security purported to be granted to the Agent and the Banks pursuant to the Security Documents; (p) if all or any material part of the property comprising the Collateral shall have been condemned, seized or otherwise appropriated, or custody or control of such property shall have been assumed, by any court, government or governmental agency of competent jurisdiction, and such property shall have been retained for a period of 30 days; (q) if by reason of the transactions contemplated by the Loan Documents, the Trust, the Trustee, the Agent or any Bank becomes, or is declared by the SEC to be, or with the passage of a specific period of time would become, a "public utility company" as defined in the Public Utility Holding Company Act of 1935, as amended, or any successor provisions thereto, or the Trust, the Trustee, the Agent or any Bank or the beneficiaries of the Trust, or any partner, officer or employee of any of them, shall become, or with the Obligations passage of a specific period of time would become, subject to regulation under said Act; (r) if by reason of the transactions contemplated by the Loan Documents, the Trust, the Trustee, the Agent or any Bank becomes, or is declared by the DPU or similar agency of any other state to be, or with the passage of a specific period of time would become, a "gas company" as defined in Chapter 164 of the Massachusetts General Laws, or the equivalent as defined under the law of any other state, or the Trust, the Trustee, the Agent or any Bank, shall become, or with the passage of a specific period of time would become, subject to regulation as public utilities and/or public service corporations under the laws of any state, unless in any such case within 10 days thereof the Company shall have obtained a stay, and such stay shall remain in full force and effect, or taken other action which eliminates the adverse consequences of the event or declaration giving rise to any of the foregoing; (s) if by reason of the transactions contemplated by the Loan Documents, the Trust, the Trustee, the Agent or any Bank becomes, or is declared by the Department of Energy or FERC to be, or with the passage of a specific period of time would become, a "public utility" as defined in the Federal Power Act, as amended, or a "natural gas company" as defined in the Natural Gas Act, as amended, or the Trust, the beneficiaries of the Trust, the Trustee, the Agent or any Bank, or any partner, officer or employee of any of them shall be, or with the passage of a specified period of time would become, subject to regulation under either or both of said Acts, unless in any such case within 10 days thereof the Company shall have obtained a stay, and such stay shall remain in full force and effect, or taken other action which eliminates the adverse consequences of the event or declaration giving rise to any of the foregoing; or (t) if any judicial decision, law or regulation or interpretation of any judicial decision, law or regulation shall be adopted or enforced by any court or governmental or regulatory authority (including, without limitation, your failure to pay to us the DPU or similar agency of any Obligation due on demand when such demand is made other state, the SEC, the Department of Energy and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement FERC),and as a result of such person withadoption or enforcement any Loan Document or any transaction contemplated thereby shall be or become, or with the passage of a specific period of time would become, unlawful or the performance of any Loan Document or any material term thereof shall be rendered impracticable, unlawful or unenforceable unless within 10 days thereof the Company shall have obtained a stay of such action, and such stay shall remain in favor full force and effect, or taken other such action which eliminates the adverse consequences of ussuch action; then and in any such event (cunless all Defaults and Events of Default shall theretofore have been remedied) your making any misrepresentationthe Agent may and, orally upon the written, telecopied or telephonic (confirmed in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained in this Agreement or in any other agreement between us; (e) any representation, warranty, or statement of fact made to us at any time by you or on your behalf is false or misleading in any material respect; (f) the discontinuance or suspension request of the operation of your present business; (g) your becoming insolvent, or your becoming unable Majority Banks shall by notice to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; the Trust declare: (i) the commencement obligation of each Bank to make Advances to the Trust to be terminated, whereupon the same shall terminate, and/or (ii) the Advances to the Trust, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable without presentment, demand, protest or notice, all of which are hereby expressly waived by the Trust. Notwithstanding the foregoing, upon any Event of Default contemplated by subsections (g), (h) or against you (i) above, all amounts specified in clause (ii) above shall become immediately due and payable automatically without any requirement of any action, case or proceeding for relief under any provision of notice from the Federal bankruptcy laws Agent or any other applicable Federal or State bankruptcy, insolvency or other similar law; (j) the rendition, issuance or filing of any injunction, attachment, judgment or lien against you or any of your property, or the appointment of a receiver, custodian or trustee of any kind for you or any of your property; (k) any change in your condition or affairs (financial or otherwise) or that of any endorser, guarantor or other person liable on the Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or increases our risk; or (l) the termination of, or the occurrence of a Default under: (A) our Accounts Receivable Financing Agreement with Westwater Industries, Inc.; (B) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; and (C) the Guaranty or Brokeraxx Xxxxxxx Pledge and Security Agreement with Robert A. LevinsonBank.