Acknowledgment of Existence of Events of Default. Each Loan Party acknowledges and agrees that the Existing Events of Default have occurred and are continuing. Each Loan Party acknowledges and agrees that the Agents and the Lenders have not waived the Existing Events of Default or any other Event of Default. Each Loan Party further acknowledges and agrees that, as a result of the occurrence of the Existing Events of Default: # all of such Loan Party’s obligations, liabilities and indebtedness to the Agents and the Lenders under the Financing Agreement and the other Loan Documents may at any time, subject to the terms of this Amendment, the Financing Agreement and the other Loan Documents, be declared due and payable in full, # the Agents and the Lenders have no further commitment to extend credit to the Borrowers and # the Agents and the Lenders, subject to the terms of this Amendment, are entitled to proceed to enforce any and all of their rights and remedies under the terms of the Financing Agreement and the other Loan Documents.

Acknowledgment of Existence of Events of Default. Each Loan Party acknowledges and agrees that the Existing Events of Default have occurred and are continuing. Each Loan Party acknowledges and agrees that the Agents and the Lenders have not waived the Existing Events of Default or any other Event of Default. Each Loan Party further acknowledges and agrees that, as a result of the occurrence of the Existing Events of Default: # all of such Loan Party’s obligations, liabilities and indebtedness to the Agents and the Lenders under the Financing Agreement and the other Loan Documents may at any time, subject to the terms of this Amendment, the Financing Agreement and the other Loan Documents, be declared due and payable in full, # the Agents and the Lenders have no further commitment to extend credit to the Borrowers and # the Agents and the Lenders, subject to the terms of this Amendment, are entitled to proceed to enforce any and all of their rights and remedies under the terms of the Financing Agreement and the other Loan Documents.

Acknowledgment of Existence of Event of Default. Each Loan Party acknowledges and agrees that the Existing Event of Default has occurred and is continuing. Each Loan Party acknowledges and agrees that the Agents and the Lenders have not waived the Existing Event of Default or any other Event of Default existing on the date hereof. Each Loan Party further acknowledges and agrees that, as a result of the occurrence of the Existing Event of Default: # all of such Loan Party’s obligations, liabilities and indebtedness to the Agents and the Lenders under the Financing Agreement and the other Loan Documents may at any time, subject to the terms of the Forbearance Agreement, as amended by this Amendment, the Financing Agreement and the other Loan Documents, be declared due and payable in full, # the Agents and the Lenders have no further commitment to extend credit to the Borrowers and # the Agents and the Lenders, subject to the terms of the Forbearance Agreement, as amended by this Amendment, are entitled to proceed to enforce any and all of their rights and remedies under the terms of the Financing Agreement and the other Loan Documents.

Events of Default. A party will be in default hereunder only if # such party commits a material breach of any term or condition of this Agreement and such party receives written notice thereof from the other party; # there is a filing of an involuntary case for the entry of relief against such party under any bankruptcy, insolvency or similar Law for the relief of debtors and such case remains undismissed for 30 days or more; # a trustee or receiver is appointed for such party or its assets or any substantial part thereof; or # such party files a voluntary petition under any bankruptcy, insolvency or similar Law for the relief of debtors. Upon a default by Recipient, Provider may terminate this Agreement by written notice and/or pursue any and all remedies available to it under applicable Law based on such default and subject in all cases to the limitations set forth in Section 5 hereof. Upon a default by Provider, Recipient may terminate this Agreement by written notice and/or pursue any and all remedies available to it under applicable Law based on such default and subject in all cases to the limitations set forth in Section 5 hereof. Either party’s failure to send a notice of default or to pursue legal remedies available to it shall not constitute or be construed as a waiver or acquiescence, and each party expressly reserves the right to subsequently pursue such remedies for the same or any other default, either of the same or different character. Notwithstanding the foregoing, in the event of a default, prior to any party terminating this Agreement and/or pursuing any and all remedies available to it under applicable Law, the defaulting party shall have 30 days (or 10 Business Days in the case of an uncontested default by Recipient under Section 4) after the giving of written notice of such default by the non-defaulting party to cure such default, except that either party shall also have the right to seek an injunction to enforce any of its rights hereunder without waiting to the end of any cure period.

Any of the following shall constitute an Event of Default:

Acknowledgment of Existence of Event of Default. Each Loan Party acknowledges and agrees that the Existing Event of Default has occurred and is continuing. Each Loan Party acknowledges and agrees that the Agents and the Lenders have not waived the Existing Event of Default or any other Event of Default. Each Loan Party further acknowledges and agrees that, as a result of the occurrence of the Existing Event of Default: # all of such Loan Party’s obligations, liabilities and indebtedness to the Agents and the Lenders under the Financing Agreement and the other Loan Documents may at any time, subject to the terms of this Amendment, the Financing Agreement and the other Loan Documents, be declared due and payable in full, # the Agents and the Lenders have no further commitment to extend credit to the Borrowers and # the Agents and the Lenders, subject to the terms of this Amendment, are entitled to proceed to enforce any and all of their rights and remedies under the terms of the Financing Agreement and the other Loan Documents.

Events of Default. The following shall be events of default hereunder by Borrower (a “Default”):

Acknowledgment of Existence of Events of Default. Each Loan Party acknowledges and agrees that the Existing Events of Default have occurred and are continuing. Each Loan Party acknowledges and agrees that the Agents and the Lenders have not waived the Existing Events of Default or any other Event of Default. Each Loan Party further acknowledges and agrees that, as a result of the occurrence of the Existing Events of Default: # all of such Loan Party’s obligations, liabilities and indebtedness to the Agents and the Lenders under the Financing Agreement and the other Loan Documents may at any time, subject to the terms of this Amendment, the Financing Agreement and the other Loan Documents, be declared due and payable in full, # the Agents and the Lenders have no further commitment to extend credit to the Borrowers and # the Agents and the Lenders, subject to the terms of this Amendment, are entitled to proceed to enforce any and all of their rights and remedies under the terms of the Financing Agreement and the other Loan Documents.

Acknowledgment of Existence of Events of Default. Each Loan Party acknowledges and agrees that the Existing Events of Default have occurred and are continuing. Each Loan Party acknowledges and agrees that the Agents and the Lenders have not waived the Existing Events of Default or any other Event of Default. Each Loan Party further acknowledges and agrees that, as a result of the occurrence of the Existing Events of Default: # all of such Loan Party’s obligations, liabilities and indebtedness to the Agents and the Lenders under the Financing Agreement and the other Loan Documents may at any time, subject to the terms of this Amendment, the Financing Agreement and the other Loan Documents, be declared due and payable in full, # the Agents and the Lenders have no further commitment to extend credit to the Borrowers and # the Agents and the Lenders, subject to the terms of this Amendment, are entitled to proceed to enforce any and all of their rights and remedies under the terms of the Financing Agreement and the other Loan Documents.

Events of Default. The occurrence of any of the following shall constitute an “Event of Default” hereunder and under the Loan Documents (provided, however, that provisions relating to Guarantor shall apply only as long as such Guarantor’s Guaranty Agreement remains effective):