Common use of Trigger Events Clause in Contracts

Trigger Events. (a) If, at any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.

Trigger Events. Each of the following events shall constitute a “Trigger Event” immediately upon Apple giving GTAT notice of the occurrence thereof, which notice may consist of any written notice to GTAT, including by electronic mail: (a) Ifif Apple has given GTAT notice of one or more breaches under the SOW or the MDSA for which the cumulative liquidated damages for such breach(es) is One Hundred Million US Dollars (US$100,000,000) or more; (b) any breach by GTAT of Section 2 or 4 of this Agreement; (c) termination of the SOW by Apple for Cause (as defined in the SOW); (d) any indebtedness of GTAT or Supplier Affiliate in excess of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000,000) (“Material Debt”) in the aggregate is accelerated, at or the holder (i.e., creditor) or holders of Material Debt or any timetrustee or agent on its or their behalf, pursuant to their rights under the applicable debt instrument, cause Material Debt to become due or require the prepayment, repurchase, redemption or defeasance thereof, before its scheduled maturity, provided that if any convertible notes or bonds issued by the Consolidated Entities become redeemable prior to their maturity because the stock of GT Advanced Technologies Inc. or the trading price of such notes has reached the conversion price is not a Trigger Event with respect under this provision; (e) if GTAT notifies Apple in writing that it will no longer perform its material obligations under the MDSA or SOW for any or no reason; (f) if GTAT or any Supplier Affiliate is subject to an Insolvency Proceeding or if an Insolvency Proceeding is filed against GTAT or any Test Month or Date of Reconciliation Supplier Affiliate and, if such Insolvency Proceeding is involuntary, is not dismissed within sixty (60) days; (g) if any Transaction Document shall have occurred, the Beneficiaries shall have the option not been executed or becomes invalid or unenforceable in its entirety; (such option, a “Termination Option”h) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery if as of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day periodfiscal quarter of GTAT, the “Cut-off Date”). Such Termination Notice shall reference sum of [***] and [***] was equal to or greater than [***]% of the Test Month or cumulative Supply Commitment [***] (as described in Section 9.7.1 of the Date of Reconciliation, as SOW) during the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease prior [***] period and the Consolidated Cash Balance is below [***]; (i) if as of the last day of any fiscal quarter of GTAT, the sum of [***] and [***] was less than [***]% of the cumulative Supply Commitment [***] during the prior [***] period and the Consolidated Cash Balance is below [***]; (j) if the Projections show a Cash Balance of less than [***] at the end of the six-month period reflected in the applicable Termination DateProjections; (k) if the Consolidated DPO is more than [***]; or (l) if two of any of the following have occurred at the end of any fiscal quarter of GTAT and both are continuing forty-five (45) days following the end of that fiscal quarter: [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by An unredacted version of this exhibit has been filed separately with the LesseeCommission. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and Consolidated Cash Balance is below ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$125,000,000); (ii) other the Projections show a Consolidated Cash Balance of less than with respect to $100 million at the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except end of the following the occurrence of an event of loss) or § 15 of such Original Selected Lease.fiscal quarter; or (ciii) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out Consolidated DPO is more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunderthan 70 days. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.

Trigger Events. (a) IfAny occurrence of any one or more of the following shall constitute a “Trigger Event”: 1. Holder does not timely receive Conversion Shares for any reason whatsoever following a Conversion Notice, including without limitation the issuance of restricted shares if counsel for Corporation or Holder provides a legal opinion that shares may be issued without restrictive legend; 2. Any material breach or failure to timely perform any covenant or provision of this Certificate of Designations, the Stock Purchase Agreement, or any Transaction Document, related to payment of cash, registration or delivery of Conversion Shares, time being of the essence; 3. Any material breach or failure to perform any covenant or provision of this Certificate of Designations, the Stock Purchase Agreement, or any Transaction Document, which in the case of a default that is curable, is not related to payment of cash, registration or delivery of Conversion Shares, and has not occurred before, is not cured within 5 Trading Days of written notice thereof; 4. Any representation or warranty made in the Stock Purchase Agreement or any Transaction Document shall be untrue or incorrect in any material respect as of the date when made or deemed made; 5. The occurrence of any default or event of default under any material agreement, lease, document or instrument to which the Corporation or any subsidiary is obligated, including without limitation of an aggregate of at least $500,000 of indebtedness, provided that the foregoing shall not include trade payables incurred in the ordinary course of business unless there is a final judgment entered by a court with respect to such default; 6. While any Registration Statement is required to be maintained effective, the effectiveness of the Registration Statement lapses for any reason, including, without limitation, the issuance of a stop order, or the Registration Statement, or the prospectus contained therein, is unavailable to Holder sale of all Conversion Shares for any 5 or more Trading Days, which may be non-consecutive; 7. The suspension from trading or the failure of the Common Stock to be trading or listed on the NASDAQ Global Market or New York Stock Exchange, other than a temporary suspension from trading of not more than two days upon the request of the Company or the applicable Trading Market in connection with the dissemination of material news; 8. The Corporation’s written notice to Holder, including without limitation, by way of public announcement or through any of its agents, of its intention not to comply, as required, with a Conversion Notice at any time, including without limitation any objection or instruction to its transfer agent not to comply with any notice from Holder; 9. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the Corporation or any subsidiary and, if instituted against the Corporation or any subsidiary by a Trigger Event with respect third party, an order for relief is entered or the proceedings are not be dismissed within 30 days of their initiation; 10. The appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, or other similar official of the Corporation or any subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to any Test Month or Date of Reconciliation shall have occurredpay its debts generally as they become due, the Beneficiaries shall have the option (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected taking of corporate action by the Beneficiaries Corporation or any Subsidiary in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day furtherance of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month action or the Date taking of Reconciliationany action by any person to commence a foreclosure sale or any other similar action under any applicable law; 11. A judgment or judgments for the payment of money aggregating in excess of $500,000 are rendered against the Corporation or any of its subsidiaries and are not stayed or satisfied within 45 days of entry; 12. The Corporation does not for any reason timely comply with the reporting requirements of the Securities Exchange Act of 1934, as the case may beamended, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Dateregulations promulgated thereunder, including without limitation timely filing when first due all periodic reports; 13. Any such Termination Notice delivered regulatory, administrative or enforcement proceeding is initiated against Corporation or any subsidiary (except to the extent an adverse determination would not have a material adverse effect on the Company’s business, properties, assets, financial condition or results of operations or prevent the performance by an Applicable Beneficiary the Company of any material obligation under the Transaction Documents); or 14. Any material provision of this Certificate of Designations shall at any time for any reason, other than pursuant to the express terms thereof, cease to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be irrevocablecontested by any party thereto, unless otherwise agreed or a proceeding shall be commenced by the Lessee. (b) At Corporation or any time during subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the term of this Agreement, the Obligors agree, immediately upon request by one invalidity or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specifiedunenforceability thereof, or to be specified, in the Termination Notice delivered, Corporation or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except any subsidiary denies that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no it has any liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended obligation purported to be created in favor under this Certificate of any such Beneficiary hereunderDesignations. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.

Trigger Events. (a) IfAny occurrence of any one or more of the following shall constitute a “Trigger Event”: 1. Holder does not timely receive Conversion Shares for any reason whatsoever following a Conversion Notice, including without limitation the issuance of restricted shares if counsel for Corporation or Holder provides a legal opinion that shares may be issued without restrictive legend; 2. Any Registration Statement required pursuant to the Stock Purchase Agreement is not timely filed on the requisite form or is not timely declared effective for any reason; 3. Any material breach or failure to timely perform any covenant or provision of this Certificate of Designations, the Stock Purchase Agreement, or any Transaction Document, related to payment of cash, registration or delivery of Conversion Shares, time being of the essence; 4. Any material breach or failure to perform any covenant or provision of this Certificate of Designations, the Stock Purchase Agreement, or any Transaction Document, which in the case of a default that is curable, is not related to payment of cash, registration or delivery of Conversion Shares, and has not occurred before, is not cured within 5 Trading Days of written notice thereof; 5. Any representation or warranty made in the Stock Purchase Agreement or any Transaction Document shall be untrue or materially incorrect in any respect as of the date when made or deemed made; 6. The occurrence of any default or event of default under any material agreement, lease, document or instrument to which the Corporation or any subsidiary is obligated, including without limitation of an aggregate of at least $500,000 of indebtedness; 7. While any Registration Statement is required to be maintained effective, the effectiveness of the Registration Statement lapses for any reason, including, without limitation, the issuance of a stop order, or the Registration Statement, or the prospectus contained therein, is unavailable to Holder sale of all Conversion Shares for any 5 or more Trading Days, which may be non-consecutive; 8. The suspension from trading or the failure of the Common Stock to be trading or listed on the NASDAQ Capital Market; 9. The Corporation’s written notice to Holder, including without limitation, by way of public announcement or through any of its agents, of its intention not to comply, as required, with a Conversion Notice at any time, including without limitation any objection or instruction to its transfer agent not to comply with any notice from Holder; 10. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the Corporation or any subsidiary and, if instituted against the Corporation or any subsidiary by a Trigger Event with respect third party, an order for relief is entered or the proceedings are not be dismissed within 30 days of their initiation; 11. The appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, or other similar official of the Corporation or any subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to any Test Month or Date of Reconciliation shall have occurredpay its debts generally as they become due, the Beneficiaries shall have the option (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected taking of corporate action by the Beneficiaries Corporation or any Subsidiary in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day furtherance of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month action or the Date taking of Reconciliationany action by any person to commence a foreclosure sale or any other similar action under any applicable law; 12. A judgment or judgments for the payment of money aggregating in excess of $500,000 are rendered against the Corporation or any of its subsidiaries and are not stayed or satisfied within 45 days of entry; 13. The Corporation does not for any reason timely comply with the reporting requirements of the Securities Exchange Act of 1934, as the case may beamended, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Dateregulations promulgated thereunder, including without limitation timely filing when first due all periodic reports; 14. Any such Termination Notice delivered regulatory, administrative or enforcement proceeding is initiated against Corporation or any subsidiary (except to the extent an adverse determination would not have a material adverse effect on the Company’s business, properties, assets, financial condition or results of operations or prevent the performance by an Applicable Beneficiary the Company of any material obligation under the Transaction Documents); or 15. Any material provision of this Certificate of Designations shall at any time for any reason, other than pursuant to the express terms thereof, cease to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be irrevocablecontested by any party thereto, unless otherwise agreed or a proceeding shall be commenced by the Lessee. (b) At Corporation or any time during subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the term of this Agreement, the Obligors agree, immediately upon request by one invalidity or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specifiedunenforceability thereof, or to be specified, in the Termination Notice delivered, Corporation or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except any subsidiary denies that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no it has any liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended obligation purported to be created in favor under this Certificate of any such Beneficiary hereunderDesignations. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.

Trigger Events. (i) Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) IfBorrower fails to pay any principal, at interest, fees, charges, or any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, other amount when due and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. payable hereunder; (b) At Borrower fails to deliver any time during Conversion Shares in accordance with the term terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of this Agreement, the Obligors agree, immediately upon request by one its assets and such appointment shall remain uncontested for twenty (20) days or more Beneficiaries, shall not be dismissed or discharged within sixty (60) days; (d) ▇▇▇▇▇▇▇▇ becomes insolvent or generally fails to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specifiedpay, or admits in writing its inability to be specifiedpay, its debts as they become due, subject to applicable grace periods, if any; (e) Borrower makes a general assignment for the benefit of creditors; (f) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (g) an involuntary bankruptcy proceeding is commenced or filed against Borrower, which is not cured within sixty (60) calendar days; (h) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in the Termination Notice deliveredany Transaction Document, or to be delivered, otherwise in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for issuance of this Note is false, incorrect, incomplete or misleading in the Existing Early Termination Agreement, except that any material respect when made or furnished; (i) the effective date for the early termination occurrence of a Fundamental Transaction without prior written consent of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence holder of an event of loss) 50% or § 15 of such Original Selected Lease. (c) Each more of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the GuarantorOutstanding Balance, although such Guaranty provides that the Guarantor’s obligations which consent shall not be affected by unreasonably withheld; (j) Borrower effectuates a reverse split of its Ordinary Shares without twenty (20) Trading Days prior written notice to Lender other than a reverse split of its Ordinary Shares to maintain compliance with the minimum bid price requirements of the stock market where its Ordinary Shares are listed or traded; (k) any amendmentmoney judgment, modification writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other change inassets for more than $1,000,000.00, and shall remain unvacated, unbonded or supplement to, any unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (l) Borrower fails to maintain the Guaranteed Documents Share Reserve (as defined in such ACAH Guarantythe Securities Purchase Agreement); or (m) Borrower, or any affiliate of Borrower breaches any covenant or other agreementterm or condition contained in any Other Agreements in any material respect. Notwithstanding the foregoing, the Guarantor nevertheless confirms and agrees that occurrence of any event specified in Sections 7(i) above shall not be considered a Trigger Event if such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant heretoevent is cured within ten (10) Trading Days of the occurrence thereof.

Trigger Events. The following are trigger events under this Note (a) If, at any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such optioneach, a “Termination OptionTrigger Event”): Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; Borrower becomes insolvent or generally fails to terminate pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; Borrower makes a general assignment for the benefit of creditors; Borrower files a petition for relief under any one IA Lease bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower and is not dismissed or stayed within forty five (45) days; Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement and such IA Lease, the “Original Selected Lease”failure shall continue for a period of five (5) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next Trading Days following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery date of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before thereof from Lender; the occurrence of a Fundamental Transaction without Lender’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned; provided, however Lender may withhold its consent for any Fundamental Transaction that it believes after consultation with Borrower would detrimentally affect Borrower’s creditworthiness which determination of creditworthiness may be made in Lender’s sole and absolute discretion); Borrower fails to establish or maintain the Cut-Off Date relating Share Reserve; Borrower fails to deliver any Conversion Shares in accordance with the Trigger Event giving rise terms hereof; Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document in any material respect, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement and such failure shall continue for a Termination Option. Any such OAA shall contemplate period of ten (10) Trading Days following the termination date of such Original Selected Lease notice thereof from Lender; any representation, warranty or other statement made or furnished by or on the Termination Date specifiedbehalf of Borrower to Lender herein, in any Transaction Document, or to be specified, in the Termination Notice delivered, or to be delivered, otherwise in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent issuance of this Agreement Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $500,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to establish and protect the rights created or intended by Lender; Borrower fails to be created in favor of DWAC Eligible; or under any such Beneficiary hereunder. (d) With respect agreement to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification which Borrower is a party with a third party or other change inparties, or supplement toany default resulting in a right by such third party or parties, any of the Guaranteed Documents (as defined in such ACAH Guaranty) whether or any other agreementnot exercised, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant heretograce or notice period, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Five Hundred Thousand Dollars ($500,000).

Trigger Events. (a) If, On and after the time that the Depositary receives written notice from the Collateral Agent (acting at the direction of the Administrative Agent) that an Event of Default has occurred and is continuing (any time, such continuing Event of Default shall be referred to as a “Trigger Event with respect to any Test Month or Date Event,” and the date of Reconciliation shall have occurred, the Beneficiaries shall have the option (Depositary’s receipt of such optionnotice, a “Termination OptionTrigger Date”) ), notwithstanding anything to terminate any one IA Lease (such IA Leasethe contrary contained herein, the “Original Selected Lease”) selected by Depositary shall thereafter accept all notices and instructions required or permitted to be given to the Beneficiaries in their sole discretion. Any such termination shall occur on Depositary pursuant to the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery terms of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs this Agreement with respect to a Test Month Project Account only from the Collateral Agent (acting at the direction of the Administrative Agent) and not from the Borrower or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may beany other Person, and therefore up to eight Trigger Events could occur the Depositary shall not withdraw, transfer, pay or otherwise distribute any monies in any of the Project Accounts except pursuant to this Agreement), such notices and instructions from the Applicable Beneficiary must deliver a Termination Notice to Lessee Collateral Agent unless the Depositary receives written notice from the Collateral Agent (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after acting at the receipt by GECC direction of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 Administrative Agent) that the applicable Event of Default has been waived, cured or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation otherwise no longer exists (the last day date of any receipt of such ninety (90) day periodnotice, the “Cut-off Trigger End Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during If requested in writing to do so by the term Administrative Agent or the Collateral Agent (in either case, acting at the direction of this Agreementthe Required Lenders) following a Trigger Date, within three (3) Business Days of such request, the Obligors agreeDepositary shall render an accounting of all monies in the Project Accounts as of such Trigger Date to the Administrative Agent or the Collateral Agent, immediately upon request by one or more Beneficiariesas applicable, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating copy to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected LeaseBorrower. (c) Each of the Obligors agrees to promptly During any Default Period, and duly execute and deliver notwithstanding anything herein to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. contrary (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, but without limiting any of the Guaranteed Documents (as defined in such ACAH Guaranty) Secured Parties’ rights or any remedies hereunder or under the other agreementSecurity Documents), the Guarantor nevertheless confirms Collateral Agent (or the Depositary at the Collateral Agent’s written direction) shall be permitted (acting at the direction of the Administrative Agent) to (i) instruct the liquidation or making of Permitted Account Investments, (ii) direct the disposition of the funds in each of the Project Accounts and agrees that such ACAH Guaranty shall remain (iii) pay interest and principal and all other Obligations then due and payable in full force and effect after giving effect to this Agreement and any termination effected pursuant heretoaccordance with the priorities set forth in Section 9.2, in each instance in accordance with the terms of the Loan Documents.

Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) IfBorrower fails to pay any principal, at interest, fees, charges, or any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may beother amount when due and payable hereunder, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee such failure continues for one (i1) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days Trading Day after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. original due date; (b) At any time during the term of this Agreementa receiver, the Obligors agree, immediately upon request by one trustee or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto similar official shall be on substantially the same terms as provided appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for in the Existing Early Termination Agreement, except that thirty (i30) the effective date for the early termination of the applicable Original Selected Lease calendar days or shall not be the Termination Date referenced in the applicable Termination Notice and dismissed or discharged within sixty (ii60) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. calendar days; (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder.[Reserved]; (d) With respect ▇▇▇▇▇▇▇▇ makes a general assignment for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against Borrower, which is not dismissed or discharged within sixty (60) calendar days; (g) Borrower fails to each ACAH Guaranty (as respectively defined observe or perform any covenant set forth in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any Section 4 of the Guaranteed Documents Purchase Agreement; (h) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (i) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 5.1 and Section 4 of the Purchase Agreement; (j) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, or misleading in any material respect when made or furnished; (k) Borrower effectuates a reverse split of its Common Shares without twenty (20) Trading Days prior written notice to Lender (other than such ACAH Guarantysplits effectuated to remain listed with Nasdaq); (l) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other agreementassets for more than $500,000.00, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain unvacated, unbonded or unstayed for a period of thirty (30) calendar days unless otherwise consented to by Lender; (m) Borrower fails to be DWAC eligible for a period of five (5) Trading Days; (n) Borrower fails to maintain the listing of its common stock on a national securities exchange or quotation on OTCQX or OTCQB; (o) Borrower becomes contractually restricted from issuing shares to Lender; and (p) Borrower breaches any covenant or other term or condition contained in full force and effect after giving effect to this Agreement and any termination effected pursuant heretoOther Agreements.

Trigger Events. Each of the following events shall constitute a “Trigger Event” immediately upon Apple giving GTAT notice of the occurrence thereof, which notice may consist of any written notice to GTAT, including by electronic mail: (a) Ifif Apple has given GTAT notice of one or more breaches under the SOW or the MDSA for which the cumulative liquidated damages for such breach(es) is One Hundred Million US Dollars (US$100,000,000) or more; (b) any breach by GTAT of Section 2 or 4 of this Agreement; (c) termination of the SOW by Apple for Cause (as defined in the SOW); (d) any indebtedness of GTAT or Supplier Affiliate in excess of One Hundred Million US Dollars (US$100,000,000) (“Material Debt”) in the aggregate is accelerated, at or the holder (i.e., creditor) or holders of Material Debt or any timetrustee or agent on its or their behalf, pursuant to their rights under the applicable debt instrument, cause Material Debt to become due or require the prepayment, repurchase, redemption or defeasance thereof, before its scheduled maturity, provided that if any convertible notes or bonds issued by the Consolidated Entities become redeemable prior to their maturity because the stock of GT Advanced Technologies Inc. or the trading price of such notes has reached the conversion price is not a Trigger Event with respect under this provision; (e) if GTAT notifies Apple in writing that it will no longer perform its material obligations under the MDSA or SOW for any or no reason; (f) if GTAT or any Supplier Affiliate is subject to an Insolvency Proceeding or if an Insolvency Proceeding is filed against GTAT or any Test Month or Date of Reconciliation Supplier Affiliate and, if such Insolvency Proceeding is involuntary, is not dismissed within sixty (60) days; (g) if any Transaction Document shall have occurred, the Beneficiaries shall have the option not been executed or becomes invalid or unenforceable in its entirety; (such option, a “Termination Option”h) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery if as of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety fiscal quarter of GTAT, [***]; (90i) if as of the last day periodof any fiscal quarter of GTAT, [***]; (j) if the “CutProjections show a Cash Balance of less than [***] at the end of the six-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and month period reflected in the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee.Projections; (bk) At if the Consolidated DPO is more than [***]; or (l) if two of any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cutfollowing have occurred at the end of any fiscal quarter of GTAT and both are continuing forty-Off Date relating to five (45) days following the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination end of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that fiscal quarter: (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and Consolidated Cash Balance is below ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$125,000,000); (ii) other the Projections show a Consolidated Cash Balance of less than with respect to $100 million at the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except end of the following the occurrence of an event of loss) or § 15 of such Original Selected Lease.fiscal quarter; or (ciii) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out Consolidated DPO is more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunderthan 70 days. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.

Trigger Events. If any of the following events (each, a “Trigger Event”) shall occur and be continuing: (a) IfAny of the following shall occur: (i) any Transaction Party shall fail to make any payment of Interest or Fees required to be made by it hereunder or under any other Transaction Document when due hereunder or thereunder, at or shall fail to deposit Collections (other than Deemed Collections) when such Collections are required to be deposited by it under a Transaction Document and such failure shall continue for two (2) Business Days after the earlier of written notice to such Transaction Party or actual knowledge of a Responsible Officer of a Transaction Party; (ii) any timeTransaction Party shall fail to make any deposit of Deemed Collections required to be made by it hereunder or under any Transaction Document to which it is a party when due hereunder or thereunder, and such failure shall continue for two (2) Business Days after the earlier of written notice to such Transaction Party or a Trigger Responsible Officer of a Transaction Party having actual knowledge of such failure; (iii) the Borrower shall fail to make any payment of principal on any Loan when due; (iv) any Transaction Party shall fail to make any other payment or deposit required to be made by it hereunder or under any other Transaction Document to which it is party when due hereunder or thereunder, and such failure shall continue for ten (10) calendar days after the earlier of written notice to such Transaction Party or a Responsible Officer of a Transaction Party having actual knowledge of such failure; (v) any Monthly Report or Supplemental Report shall not have been delivered within two (2) Business Days of the date when due; provided that if the failure to deliver such report results from a Force Majeure Event, the grace period in this clause shall be three (3) Business Days instead of two (2) Business Days; (vi) any Interim Report shall not have been delivered within one (1) Business Day of the date when due; provided that, if the failure to deliver such report results from a Force Majeure Event, the grace period in this clause shall be two (2) Business Days instead of one (1) Business Day; or (vii) during any calendar month more than two Interim Reports shall not have been delivered when due other than by reason of a Force Majeure Event not to exceed two weeks in duration; (b) other than as addressed in Clauses 7.1(a) and 7.2(a), any Transaction Party shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Transaction Document to which such Transaction Party is a party and, if such failure relates to a Specified Provision and is capable of being remedied, such Transaction Party shall have failed to remedy such failure within fifteen (15) Business Days after the earlier of such Transaction Party receiving written notice of such failure or a Responsible Officer of a Transaction Party having actual knowledge of such failure; (c) an “Event of Default” shall occur under, and as defined in, the Senior Credit Agreement; (d) the Administrative Agent, on behalf of the Secured Parties, shall, for any reason, fail or cease to have a valid and perfected first priority charge, security interest or pledge in the Collateral prior to all other interests, or there shall exist any Adverse Claims on such Collateral (except as arising under the Transaction Documents); (e) a Servicer Default or Facility Termination Event shall occur; (f) other than as permitted by Clause 11.14 (Limitations on Addition and Termination of Originators), any Change of Control shall occur with respect to any Test Month Tribune or Date of Reconciliation the Parent shall have occurred, the Beneficiaries shall have the option (such option, a “Termination Option”) cease to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee own (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC directly 100% of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 Equity Interests of the Borrower or (ii) with respect to directly or indirectly 100% of the Equity Interest of each Sub-Originator; (g) the Percentage Factor exceeds the Maximum Percentage Factor on any Date of ReconciliationBusiness Day, within ninety and such circumstance remains unremedied on the related Interim Settlement Date; (90h) days after as at the Date of Recalculation relating to such Date of Reconciliation (the last day end of any such ninety (90) day periodCalculation Period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and Three-Month Rolling Average Dilution Ratio-Broadcasting exceeds 3.0%, or (ii) other the Three-Month Rolling Average Dilution Ratio – Publishing exceeds 7.0%; (i) as at the end of any Calculation Period, the Three-Month Rolling Average Default Ratio exceeds 7%; (j) as at the end of any Calculation Period, the Three-Month Rolling Average Delinquency Ratio exceeds 6.75%; (k) at the end of any Calculation Period, (i) the Three-Month Rolling Average DSO-Broadcasting is greater than with respect to 120, or (ii) the IA Lease identified in position 1 on Schedule II, references Three-Month Rolling Average DSO – Publishing is greater than 75; (l) any Transaction Party receives notice or becomes aware that a notice of lien has been filed against any Transaction Party under Section 430(k) of the IRC or Section 303(k) of ERISA for a failure to make whole will be changed a required installment or other payment to breakage such that Lessee shall have no liability for breakage under § 3(ca plan to which Section 430(k) (except following of the occurrence IRC or Section 303(k) of an event of loss) or § 15 of such Original Selected Lease.ERISA applies; (cm) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as for any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder.Test Period: (di) With respect to each ACAH Guaranty the Interest Coverage Ratio is less than the Minimum Interest Coverage Ratio; (as respectively defined in each IA Leaseii) provided by the Guarantor, although such Guaranty provides that “Total Guaranteed Leverage Ratio” is more than the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any Maximum Total Guaranteed Leverage Ratio; or (iii) the aggregate amount of Capital Expenditures is greater than the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.Maximum Capital Expenditures;

Trigger Events. (a) If, If at any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after Parent or AIG Life Holdings no longer meets the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 Collateralization Rating Criteria or (ii) with respect AIG Life Holdings fails to make any Date payment of Reconciliationprincipal or interest, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may beand applicable grace periods have lapsed, with respect to which the AIGLH Notes, and, in the case of this clause (ii), a holder (or holders acting collectively) of any AIGLH Note has the right to make a claim under any guarantee pursuant to the Indentures or the Guarantees against the Guarantor (each of the events described in clauses (i) and (ii), a “Collateral Trigger Event”), then the Pledgors shall promptly (and in no event more than two (2) Business Days following such Collateral Trigger Event) deposit Eligible Collateral in the Collateral Account in an amount equal to the Trigger Event occurred and shall identify Collateral Amount as of the Original Selected Lease time of the Collateral Trigger Event and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary Pledgors shall at all times thereafter maintain Fair Market Value of Eligible Collateral in the Collateral Account at least equal to the Trigger Event Collateral Amount; provided that if Parent and AIG Life Holdings subsequently meet the Collateralization Rating Criteria following the occurrence of a Collateral Trigger Event pursuant to clause (i), then the Pledgors may request the consent (not to be irrevocableunreasonably withheld, unless otherwise agreed by conditioned or delayed) of the LesseeGuarantor to withdraw Eligible Collateral from the Collateral Account. (b) At If at any time during after the term of Pledgors deposit funds in connection with a Collateral Trigger Event in accordance with this AgreementSection 3, the Obligors agreeGuarantor determines, immediately upon request by one or more Beneficiariesacting reasonably, to negotiate in good faith with such Beneficiaries and that the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence Fair Market Value of the Cut-Off Date relating to Eligible Collateral is less than the Trigger Event giving rise to a Termination Option. Any Collateral Amount at such OAA shall contemplate time, the termination of such Original Selected Lease on the Termination Date specifiedPledgors shall, or to be specifiedupon demand, within five (5) Business Days deposit sufficient additional Eligible Collateral in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially Collateral Account so that the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination Fair Market Value of the applicable Original Selected Lease Eligible Collateral shall be at least equal the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage Trigger Event Collateral Amount at such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Leasetime. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.

Trigger Events. Each of the following events shall constitute a “Trigger Event” immediately upon Apple giving GTAT notice of the occurrence thereof, which notice may consist of any written notice to GTAT, including by electronic mail: (a) Ifif Apple has given GTAT notice of one or more breaches under the SOW or the MDSA for which the cumulative liquidated damages for such breach(es) is One Hundred Million US Dollars (US$100,000,000) or more; (b) any breach by GTAT of Section 2 or 4 of this Agreement; (c) termination of the SOW by Apple for Cause (as defined in the SOW); (d) any indebtedness of GTAT or Supplier Affiliate in excess of One Hundred Million US Dollars (US$100,000,000) (“Material Debt”) in the aggregate is accelerated, at or the holder (i.e., creditor) or holders of Material Debt or any timetrustee or agent on its or their behalf, pursuant to their rights under the applicable debt instrument, cause Material Debt to become due or require the prepayment, repurchase, redemption or defeasance thereof, before its scheduled maturity, provided that if any convertible notes or bonds issued by the Consolidated Entities become redeemable prior to their maturity because the stock of GT Advanced Technologies Inc. or the trading price of such notes has reached the conversion price is not a Trigger Event under this provision; (e) if GTAT notifies Apple in writing that it will no longer perform its material obligations under the MDSA or SOW for any or no reason; [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with respect the Commission (f) if GTAT or any Supplier Affiliate is subject to an Insolvency Proceeding or if an Insolvency Proceeding is filed against GTAT or any Test Month or Date of Reconciliation Supplier Affiliate and, if such Insolvency Proceeding is involuntary, is not dismissed within sixty (60) days; (g) if any Transaction Document shall have occurred, the Beneficiaries shall have the option not been executed or becomes invalid or unenforceable in its entirety; (such option, a “Termination Option”h) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery if as of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety fiscal quarter of GTAT, [***]; (90i) if as of the last day periodof any fiscal quarter of GTAT, [***]; (j) if the “CutProjections show a Cash Balance of less than [***] at the end of the six-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and month period reflected in the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee.Projections; (bk) At if the Consolidated DPO is more than [***]; or (l) if two of any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cutfollowing have occurred at the end of any fiscal quarter of GTAT and both are continuing forty-Off Date relating to five (45) days following the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination end of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that fiscal quarter: (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and Consolidated Cash Balance is below ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$125,000,000); (ii) other the Projections show a Consolidated Cash Balance of less than with respect to $100 million at the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except end of the following the occurrence of an event of loss) or § 15 of such Original Selected Lease.fiscal quarter; or (ciii) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out Consolidated DPO is more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunderthan 70 days. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.

Trigger Events. The following are trigger events under this Note (a) If, at any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such optioneach, a “Termination OptionTrigger Event”) ): Borrower fails to terminate pay any one IA Lease (such IA Leaseprincipal, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination interest, fees, charges, or any other amount when due and payable hereunder; a receiver, trustee or other similar official shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month appointed over Borrower or a Date material part of Reconciliation its assets and such appointment shall remain uncontested for twenty (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (9020) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification dismissed or other change indischarged within sixty (60) days; Borrower becomes insolvent or generally fails to pay, or supplement toadmits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; Borrower makes a general assignment for the benefit of creditors; Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower; Borrower or any pledgor, trustor, or guarantor of the Guaranteed Documents this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in such ACAH Guaranty) the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; any representation, warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; the occurrence of a Fundamental Transaction without Lender’s prior written consent; Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other agreementassets for more than $500,000.00, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; Borrower fails to observe or perform any covenant set forth in full force and effect after giving effect to Section 4 of the Purchase Agreement; or Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Agreement and Note breaches any termination effected pursuant heretocovenant or other term or condition contained in any Other Agreements.

Trigger Events. Each of the following events occurring as of or after the Effective Date shall constitute a “Trigger Event” for purposes of this Agreement: (ai) If, at any time, a Trigger Event the Company defaults with respect to (A) its reimbursement obligations under Section 3(c) or (B) any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option other payment obligation hereunder if such obligation remains unpaid thirty (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (9030) days after the receipt by GECC of due date therefor and the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or Guarantor’s written demand therefor; (ii) any representation or warranty made by the Company in this Agreement or as an inducement to the Guarantor to enter into any Guaranty is false, incorrect, incomplete or misleading in any material respect when made and the Company has failed to cure such misrepresentation within fifteen (15) days after notice thereof from the Guarantor; (iii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement contained in this Agreement and such failure continues for fifteen (15) days; (iv) the Company defaults in the observance or performance of any agreement, term or condition contained in any Guaranteed Facility that would constitute an event of default or similar event thereunder (other than an obligation to pay any amount the payment of which is guaranteed by the Guarantor pursuant to a Guaranty), up to or beyond any grace period provided in the Guaranteed Facility; provided, that if the applicable Bank waives the Company’s failure to observe or perform its obligations under a Guaranteed Facility, and if the Company wishes the Guarantor to waive the Trigger Event described in this clause (iv) based on the Bank’s waiver, then the Company shall notify the Guarantor’s Authorized Officer of the Bank’s waiver and the Guarantor’s Authorized Officer, on behalf of the Guarantor, shall promptly consider in good faith whether to waive the Trigger Event described in this clause (iv) on the basis that the Company’s default of its obligations under the Guaranteed Facility is immaterial to the Company’s performance of its obligations under this Agreement and the Guarantor’s rights under this Agreement; (v) the Company or any of its Subsidiaries defaults in the observance or performance of any other agreement, term or condition contained in any bond, debenture, note or other evidence of Indebtedness (other than any Guaranteed Facility), and the effect of such failure or default is to cause, or permit the holder or holders of such Indebtedness thereof to cause, Indebtedness in an aggregate amount for all such collective defaults of $25 million or more to become due prior to its stated date of maturity; (vi) the Company or any of its Subsidiaries (A) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (B) is unable, or admits in writing its inability, to pay its debts generally as they mature, (C) makes a general assignment for the benefit of its or any of its creditors, (D) is dissolved or liquidated, (E) becomes insolvent (as such term may be defined or interpreted under any applicable statute), (F) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any Date of Reconciliationbankruptcy, within ninety (90) days after the Date of Recalculation relating insolvency or other similar law now or hereafter in effect or consent to such Date of Reconciliation (the last day of any such ninety relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (90G) day periodtakes any action for the purpose of effecting any of the foregoing; provided, that to the “Cut-off Date”). Such Termination Notice shall reference extent that any of the Test Month or the Date of Reconciliation, as the case may be, with respect foregoing applies only to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence Subsidiaries of the Cut-Off Date relating Company and not to the Company itself, then a Trigger Event giving rise shall be deemed to have occurred only if such event or occurrence could reasonably be expected to have a Termination Option. Any Material Adverse Effect; and (vii) proceedings are commenced (and such OAA shall contemplate the termination proceedings are not dismissed within sixty (60) days of such Original Selected Lease on commencement) for the Termination Date specifiedappointment of a receiver, trustee, liquidator or custodian of the Company, or to be specified, in the Termination Notice deliveredof all or a substantial part of its property or any of its Subsidiaries, or to be deliveredan involuntary case or other proceeding seeking liquidation, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) reorganization or other than relief with respect to the IA Lease identified Company or any of its Subsidiaries or its or their debts under any bankruptcy, insolvency or other similar law now or hereafter in position 1 on Schedule IIeffect; provided, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides extent that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in foregoing applies only to one or more Subsidiaries of the Company and not to the Company itself, then a Trigger Event shall be deemed to have occurred only if such ACAH Guaranty) event or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect occurrence could reasonably be expected to this Agreement and any termination effected pursuant heretohave a Material Adverse Effect.

Trigger Events. The following are trigger events under this Note (a) If, at any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such optioneach, a “Termination OptionTrigger Event”) ): Borrower fails to terminate pay any one IA Lease (such IA Leaseprincipal, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination interest, fees, charges, or any other amount when due and payable hereunder; a receiver, trustee or other similar official shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month appointed over Borrower or a Date material part of Reconciliation its assets and such appointment shall remain uncontested for twenty (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (9020) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification dismissed or other change indischarged within sixty (60) days; Borrower becomes insolvent or generally fails to pay, or supplement toadmits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; Borrower makes a general assignment for the benefit of creditors; Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower; Borrower or any pledgor, trustor, or guarantor of the Guaranteed Documents this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in such ACAH Guaranty) the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; any representation, warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; the occurrence of a Fundamental Transaction without Lender’s prior written consent; any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other agreementassets for more than $500,000.00, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; Borrower fails to be DWAC Eligible; Borrower fails to observe or perform any covenant set forth in full force and effect after giving effect to Section 4 of the Purchase Agreement; or Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Agreement and Note breaches any termination effected pursuant heretocovenant or other term or condition contained in any Other Agreements.