What constitutes a material breach or default of the Aerus agreement?

• B.

This Agreement may be terminated prior to the natural expiration of the Term upon the occurrence of any of the following events (which are each deemed material breaches or defaults of this Agreement):

In addition, the following shall be "Events of Default" under this Agreement: (a) Consignee shall default under this Agreement or fail to perform or observe any of the agreements or covenants set forth in this Agreement or fail to pay when due any invoice or invoices covering products subject to this Agreement; (b) Consignee shall be declared to be in default under any material contract, agreement, or instrument to which Consignee is a party with Company or Aerus Franchising, or either of their affiliates or assigns, including without limitation the Franchise Agreement and documents incidental or related thereto, and such default shall continue beyond any applicable cure period; (c) Consignee shall sell, remove, or attempt to sell, remove, or assign Collateral not in the ordinary course of business; (d) any creditor of Consignee shall obtain possession of any Collateral by means including, without limitation, levy, distraint, replevin or self-help.

• (a) Default in Payment of Note.

Debtor shall fail to pay when due (whether on the date scheduled for payment, upon acceleration, at maturity or otherwise) any payment of principal or interest upon the Debt.

• (b) Default Under Other Obligations.

Debtor shall fail to pay any indebtedness for borrowed money upon maturity or when such indebtedness becomes or is declared to be due and payable prior to its express maturity by reason of any default in the performance of or observance of any obligation or condition in connection with such indebtedness, and such failure shall continue beyond any applicable grace period.

• (c) Default in Material Agreement.

Debtor shall be declared to be in default under any material contract, agreement or instrument to which Debtor is a party or by which Debtor or its property is bound including, without limitation, the Note, the Asset Purchase Agreement, the Franchise Agreement, and any other documents or instruments evidencing or securing any obligation of Debtor to Secured Party, Aerus LLC, or their affiliates under or in connection with this Security Agreement or any of the foregoing documents and instruments and such default shall continue for thirty (30) days after receipt of notice of such failure from the other party to the said contract, agreement or instrument.

• (d) Insolvency.

Debtor shall become insolvent or admit an inability to pay Debts as they become due, or apply for, consent to, or acquiesce in the appointment of a trustee, custodian or receiver for any property; or in the absence of such application or acquiescence, a trustee, custodian or receiver is appointed for Debtor, under any bankruptcy, reorganization, debt arrangement, insolvency law (whether now or hereafter in effect) and such appointment shall not have been terminated within thirty (30) days thereafter, or any dissolution or liquidation proceeding is instituted against Debtor or is consented to or acquiesced in by Debtor; or Debtor shall make an assignment for the benefit of creditors and such inability or assignment shall continue for a period of thirty (30) days.

• (e) Levy, Repossession or Seizure of Collateral.

Any creditor of Debtor shall obtain possession of any Collateral by any means including, without limitation, levy, distraint, replevin or self-help.

• (e) An involuntary petition or complaint shall be filed against Maker or any Guarantor seeking bankruptcy or reorganization of the Maker or such Guarantor or the appointment of a receiver, custodian, trustee, intervenor or liquidator of the Maker or such Guarantor, or of all or substantially all of the assets of the Maker or such Guarantor, and such petition or complaint shall not have been dismissed within forty-five (45) days after the filing thereof; or an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of the Maker or such Guarantor or appointing a receiver, custodian, trustee, intervenor or liquidator of the Maker or such Guarantor, or of all or substantially all of the assets of the Maker or such Guarantor;
• (f) the failure of Maker or any Guarantor to have discharged within a period of ten (10) days after the commencement thereof any attachment, sequestration, execution or similar proceeding against any portion of the property covered by the Security Agreement;
• (g) Payee's liens, mortgages or security interests in any of the collateral for this Note should become unenforceable, or cease to be first priority liens, mortgages or security interests;
  • (h) The occurrence of any "default" as defined in the Franchise Agreement; or
• (i) The occurrence of any "default" as defined in any promissory note (other than this Note) or any Security Agreement, Product Sales Agreement or Asset Purchase and Sale Agreement, entered into with Payee, Aerus LLC, Aerus Canada, Inc., or any other affiliate of Payee or the breach of any of the terms or conditions of any loan agreement, document, or instrument or any franchise or other agreement entered into with Payee, Aerus LLC, Aerus Canada, Inc., or any other affiliate of Payee, which default or breach continues beyond any period of grace therein provided.

Source: Item 23 — Receipts (FDD pages 74–305)