Borrowers agree to pay the Lender Group Expenses on the earlier of # the first day of the month immediately following the date on which the applicable Lender Group Expenses were first incurred, or # the date on which demand therefor is made by Agent, in each case, provided that Agent shall endeavor, so long as no Default or Event of Default shall have occurred and be continuing, to provide a reasonably detailed invoice thereof to Borrowers prior to such payment date (it being acknowledged and agreed that any charging of such Lender Group Expenses to the Loan Account pursuant to the provisions of [Section 2.6(d)] shall be deemed to constitute a demand for payment thereof for the purposes of subclause # of this [Section 2.5(a)]). Borrowers promise to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. Borrowers agree that their obligations contained in the first sentence of this [Section 2.5(a)] shall survive payment or satisfaction in full of all other Obligations.

Inability to Pay Debts; Attachment. (i) Any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or # any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the material property of any Loan Party or any Significant Subsidiary and is not released, vacated or fully bonded within 30 days after its issue or levy; or

Inability to Pay Debts; Attachment. Any [[Loan Party:Organization]] or any [[Consolidated Entity:Organization]] admits in writing its inability or otherwise fails generally to pay its debts as they become due; or

No Other Pay or Benefits. Millian acknowledges and agrees that except as provided herein, Millian has been paid for all work performed including, without limitation, all salary/wages, bonuses, overtime, commissions, unused vacation time, and/or any other forms of compensation due to Millian up through the Effective Date. Millian acknowledges and agrees that, except for Company’s obligation to provide the payment and benefits under Section 2 of this Agreement, Millian is entitled to no other payments or benefits whatsoever and the Released Parties have no further obligations to Millian whatsoever, whether arising out of Millian’s employment with the Company, the Employment Agreement, Millian’s separation from the Company, or otherwise.

Other Non-Performance-Based Pay. For Compensation that does not meet the requirements of [Section 3.06(a)], the Deferral Agreement must be filed no later the last day of the year prior to the first year in which the Participant provides the services with respect to which such Compensation is paid, except as otherwise permitted pursuant to [Section 3.06(b)].

Inability to Pay Debts; Attachment. The Company or any Significant Subsidiary admits in writing its inability, or fails generally to pay its debts as they become due; or

Guarantor’s Further Agreements to Pay. Each Guarantor further jointly and severally agrees, as the principal obligor and not as a guarantor only, to pay to each [[Organization A:Organization]] and the Administrative Agent forthwith upon demand, in funds immediately available to such [[Organization A:Organization]] or the Administrative Agent, all costs and expenses (including court costs and legal fees and expenses) incurred or expended by the Administrative Agent or such [[Organization A:Organization]] in connection with this Guaranty and the enforcement hereof, together with interest on amounts recoverable under this Guaranty from the time after such amounts become due at the default rate of interest set forth in Section 3.1 of the Credit Agreement; provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount.

Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 4, Participant will have no right to payment in settlement of any such Restricted Stock Units. Prior to actual payment in settlement of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

Failure to Pay the Interim Payment. The Borrower fails to pay the Interim Payment (as defined in this Note) when due as provided in Section 4.16 of this Note.

Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.