1. Defaults. The following events shall be Events of Default:
1.1. The occurrence of an Event of Default (as defined in the Notes) under the Notes;
1.2. Any representation or warranty of the Company in this Agreement or in the Loan Agreement shall prove to have been incorrect in any material respect when made;
1.3. The failure by the Company to observe or perform any of its obligations hereunder or in the Loan Agreement for ten (10) days after receipt by the Company of notice of such failure from the Secured Party; and
1.4. Any breach of, or default under the terms of this Agreement.