Failure to Elect; Events of Default. If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurocurrency Borrowing or a SOFR Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, # if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a SOFR Borrowing of the same Class having an Interest Period of one month, and # if such Borrowing is denominated in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required [[Consenting Lenders:Organization]], so notifies the Borrower, then, so long as an Event of Default is continuing no outstanding Eurocurrency Borrowing or SOFR Borrowing may have an Interest Period of more than one month’s duration.

Failure to Elect. If no election as to the Class of a Revolving Borrowing is specified in a Borrowing Request, then the requested Borrowing shall be denominated in Dollars and shall be a Pro-Rata Borrowing. If no election as to the Currency of a Revolving Borrowing is specified in a Borrowing Request, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type or Currency of a Borrowing is specified in a Borrowing Request, then the requested Borrowing shall be a Term Benchmark Borrowing denominated in Dollars having an Interest Period of one (1) month and, if an Agreed Foreign Currency has been specified, the requested Borrowing shall be a Term Benchmark Borrowing or RFR Borrowing, as applicable denominated in such Agreed Foreign Currency and having an Interest Period of one (1) month. If a Borrowing (other than an ABR Borrowing) is requested but no Interest Period is specified, # if the Currency specified for such Borrowing is Dollars (or if no Currency has been so specified), the requested Borrowing shall be a Term Benchmark Borrowing denominated in Dollars having an Interest Period of one (1) month’s duration, and # if the Currency specified for such Borrowing is an Agreed Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.

Failure to Elect. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Failure to Elect. If no Interest Period is specified with respect to any requested Loan, the Company shall be deemed to have selected an Interest Period of one month’s duration.

Failure to Elect. Should a Participant fail to timely and properly make a Stock Election with respect to a particular Plan Year, that Participant’s Director Fees shall be paid in cash as set forth in [Section 7(b)].

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:

Events of Default. Merchant shall be in default of the Agreement should any of the following events occur: # Merchant makes any misrepresentation hereunder or breaches any warranty, agreement, promise or covenant in this Agreement; # Merchant instructs its banking institution to stop payment on any authorized ACH withdrawal initiated by Purchaser; # Merchant fails to remit the purchased percentage of the Merchant’s receivables and fails to provide bank statements and other documents demonstrating that business revenue has declined or that the business has ceased operations; # Merchant applies for, or agrees to, any merchant cash advance or any other form of financing without the prior, written consent of Purchaser; # the sale of any of Merchant’s assets outside the ordinary course of business or material change to the operational structure or business plan of the business, without Purchaser’s prior, written consent; # the sale of any of Merchant's Future Receivables, without Purchaser's prior, written consent; # Merchant deliberately depletes the balance in any Approved Account; (viii)

An Event of Default shall exist upon the occurrence of any of the following specified events (each an “Event of Default”):

Events of Default. An Event of Default shall mean the occurrence or existence of one or more of the events or conditions (whatever the reason for such Event of Default and whether voluntary, involuntary or effected by operation of law) described below which continues and persists for thirty (30) days beyond the required date of notice of such Event of Default specified in Section 5.01:

EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: