Borrowers agree to pay the Lender Group Expenses in accordance with the provisions of Section 2.6(d). Borrowers promise to pay all of the outstanding 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:Organization]] or any Subsidiary thereof 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 property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

Failure to Pay Principal or Interest. The Borrower fails to pay the principal here of or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

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.

Solvency of Customers. Each Customer, to the best of each Loan Party's knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due or with respect to such Customers of such Loan Party who are not solvent such Loan Party has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

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“Best’s Rating” means a “Best’s Rating” by A.M. Best Company.

Accounts that the Account Debtor has failed to pay within one hundred and twenty (120) days of original invoice date (but with respect to Aboud, Adorama Inc., Amazon, Best Buy Co., Inc., Pro Source Group, Kerr Industries or Fiat Chrysler Automobiles Group (Stellantis), within one hundred and thirty five (135) days of the original invoice date), or within sixty (60) days of the original due date or Accounts with payment terms of more than one hundred and twenty (120) days,

Additional Consideration – Administrative, Geological, Geophysical and Engineering Costs. Buyer shall pay Seller for the Buyer Promoted Interest share of the actual AGGE Costs. The total AGGE Costs shall not exceed the defined AGGE Costs. Subsequent to the drilling and completion of the Initial Well, Seller and Buyer shall use their best efforts to agree on a technical budget to advance the development of the AMI, to be funded by the Parties according to their respective Working Interests within the AMI.

“Best Buy Intercreditor Agreement” means the Lien Release and Assignment of Proceeds Agreement, dated as of the date hereof, among Agent, Parent and Best Buy Receivables Purchaser, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.