DEBENTURE PURCHASE AGREEMENT

This DEBENTURE PURCHASE AGREEMENT (this “Agreement”) dated as of May ___, 2009, is by and among MULTIBAND NE INCORPORATED, a Delaware corporation, f/k/a DirecTECH Delaware Inc. (“NE”), MULTIBAND SC INCORPORATED, a Louisiana corporation, f/k/a DirecTECH Southwest INCORPORATED (“SC”), MULTIBAND EC INCORPORATED, a Kentucky corporation, f/k/a JBM Inc. (“EC”), MULTIBAND NC INCORPORATED, a Michigan corporation, f/k/a Michigan Microtech INCORPORATED (“NC”), and MULTIBAND DV INCORPORATED, a Delaware corporation, f/k/a DireTECH Development Corp. (“DV”); (NE, SC, EC, NC, and DV are collectively referred to herein as the “Borrowers” and individually as a “Borrower”), and CONVERGENT CAPITAL PARTNERS II, L.P., a Delaware limited partnership (“the Purchaser”).  Capitalized terms used in this Agreement are defined in Section 11.1 .

To induce Purchaser to purchase the Secured Debenture from the Borrowers, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.1            Description of Secured Debenture   The Borrowers will authorize the issuance and sale of the Secured Debenture, which shall be dated as of the Closing Date and shall be in the original principal amount of Five Million and No/100ths Dollars ($5,000,000.00), and shall bear interest at the rate of interest specified in Section 2.1 .  The Secured Debenture shall be in the form attached hereto as Exhibit A .

1.2            Commitment; Issuance and Sale of the Secured Debenture .

(a)           Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, on the Closing Date, the Borrowers agree to issue and sell to Purchaser, and Purchaser agrees to purchase from the Borrowers, the Secured Debenture at a purchase price of one hundred percent (100%) of the original principal amount of the Secured Debenture (the “Purchase Price”).

(b)           The Secured Debenture will be delivered to Purchaser on the Closing Date in the name of Purchaser, or in the name of Purchaser’s nominee, as such name is set forth in Annex 1 hereto.  Upon receipt thereof, Purchaser will pay the Purchase Price for its applicable Secured Debenture by wire transfer of immediately available funds to a bank account designated in writing by the Borrowers at least two (2) days prior to the Closing Date.

1.3            Closing Fees .  The Borrowers shall pay, at the Closing, closing fees (collectively, the “Closing Fees”) in the amount of One Hundred Thousand Dollars ($100,000.00) to Purchaser by wire transfer of immediately available funds to such account as Purchaser shall designate in writing at least two (2) days prior to the Closing Date.  The Closing Fees shall be deemed fully earned and nonrefundable upon the Borrowers’ receipt of the Purchase Price on the Closing Date.

1.4            Use of Proceeds .  The proceeds from the sale of the Secured Debenture will be used solely as provided on Schedule 1.4 .

1.5            Prepayment Premium .  In the event the Borrowers make a prepayment, in whole or in part, of the Secured Debenture pursuant to Section 2.2 or following the acceleration of the Obligations pursuant to Section 9.2 , Borrowers shall pay to the Purchaser a fee (the “Prepayment Premium”) equal to: (a) five percent (5.0%) of the amount of such prepayment made during the first Debenture Year; (b) four percent (4.0%) of the amount of such prepayment made during the second Debenture Year; (c) three percent (3.0%) of the amount of such prepayment made during the third Debenture Year; or (d) two percent (2.0%) of the amount of such prepayment made during the fourth Debenture Year.

2.1            Principal and Interest Payments .  Principal and interest on the Secured Debenture shall be due and payable as follows:

(a)            Interest .  Interest on the outstanding principal balance of the Secured Debenture shall accrue at a rate of fourteen percent (14.0%)   per annum (computed on the basis of the actual number of days elapsed in a year of 360 days) (such rate of interest being the “Interest Rate”); provided , that , following the occurrence and during the continuance of an Event of Default under Section 9.1 , and during the continuation thereof, interest on the outstanding principal balance of the Secured Debenture shall accrue at a rate at all times equal to the Interest Rate plus two percent (2.0%) (such higher rate of interest described in this proviso clause being the “Default Rate”).  Interest shall be due and payable as follows: (i) monthly in arrears on the first Business Day of each month, commencing on June 1, 2009 (which shall be for the period from the Closing Date through May 31, 2009), and (ii) on the Termination Date.  On each date on which any payment of interest is due on the Secured Debenture the portion of such interest payment due on the Secured Debenture on such date (other than any portion of such interest payment due with respect to any principal amount of the Secured Debenture to be prepaid on such date, whether as a result of a required prepayment pursuant to Section 2.3 , an Optional Prepayment pursuant to Section 2.2 , the maturity of the Secured Debenture, the acceleration of the Secured Debenture pursuant to Section 9.2 or otherwise) that is equal to the PIK Portion shall not be payable in cash but shall be paid by automatically adding the amount of the PIK Portion to the principal balance of the Secured Debenture as of the date such interest payment is due, and thereupon such PIK Portion shall be treated as a portion of the outstanding principal balance of the Secured Debenture for all purposes as of such date and thereafter accrue interest at the rate applicable to the Secured Debenture.  The “PIK Portion” of any such interest payment on any such interest payment date shall be equal to an amount of interest accrued on the outstanding principal amount of the Secured Debenture (other than any principal amount of the Secured Debenture to be prepaid on such interest payment date, as aforesaid) since the immediately prior interest payment date at the rate of 2.00% per annum.

(b)            Principal Payments .  Unless otherwise accelerated pursuant to the terms hereof, the entire unpaid outstanding principal balance of the Secured Debenture, together with any accrued but unpaid interest, shall be due and payable on the Termination Date.

2.2            Optional Prepayments.   At the Borrowers’ option, upon notice given as provided below, the Borrowers may, at any time, prepay the outstanding principal amount of, and accrued unpaid interest on, the Secured Debenture in part or in full provided that the Borrowers contemporaneously pay the Prepayment Premium, if any, on the principal amount of the Secured Debenture so prepaid.  The amount of any such Optional Prepayment may not be re-borrowed by the Borrowers.  The Borrowers shall give written notice of any intended optional prepayment to Purchaser not less than sixty (60) days before the date for prepayment, specifying in each such notice the date upon which prepayment is to be made.  The prepayment to be made as described in such notice may be made conditional upon the happening of any event, and may be withdrawn prior to the date upon which prepayment is to be made by delivery of written notice to the Purchaser of such withdrawal except that any Optional Prepayment that is not conditioned upon the happening of a specified event cannot be withdrawn within thirty (30) days of the specified prepayment date and such Optional Prepayment shall become due and payable on the specified prepayment date.  Any prepayment under this Section 2.2 shall be applied first, to any expenses and/or damages to which Purchaser may be entitled, second, to accrued but unpaid interest on the principal amount being prepaid, third to the Prepayment Premium, if any, due on the principal amount prepaid, and fourth, to principal amount of the Secured Debenture, unless the Purchaser determines, in its sole discretion, to apply any such prepayment in a different order.

2.3            Mandatory Prepayments .  Any prepayment under this Section 2.3 shall be applied first, to any expenses and/or damages to which Purchaser may be entitled, second, to accrued but unpaid interest on the principal amount being prepaid, and third, to the principal amount of the Secured Debenture, unless the Purchaser determines, in its sole discretion, to apply any such prepayment in a different order.  The amount of any such mandatory prepayment may not be re-borrowed by the Borrowers.  The Borrowers shall make mandatory prepayments in each of the following circumstances:

(a)           If, during any Fiscal Year, any Loan Party or any of its Subsidiaries shall sell or otherwise dispose of any property or properties, other than (i) sales of inventory in the ordinary course of business, or (ii) sales of other property or properties where the aggregate Net Proceeds of such sales (or related series of sales) is less than $250,000 determined on a Consolidated basis, then the Borrowers shall prepay the Obligations in an amount equal to the lesser of: (A) 100% of the Net Proceeds of such sales or other dispositions that exceed $250,000 during such Fiscal Year; or (B) the aggregate amount of all Obligations, such prepayment to be made promptly, and in any event within five (5) Business Days, after receipt of such Net Proceeds;

(b)           Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than to employees, directors or managers of one of the Loan Parties or pursuant to the exercise any stock option or warrant issued by Parent), the Borrowers shall prepay the Obligations in an amount equal to the lesser of: (A) 100% of the Net Proceeds received by such Person in connection therewith; or (B) the aggregate amount of all Obligations, such prepayment to be made promptly, and in any event within five (5) Business Days, after receipt of such Net Proceeds.  .

(c)           In the event any Loan Party or any of its Subsidiaries (i) becomes a party to any acquisition, merger or consolidation not permitted under Section 8.3 or otherwise consented to by the Purchaser, or (ii) undergoes a Change in Control, the Borrowers shall prepay the Obligations in full, such prepayment to be made promptly, and in any event contemporaneously with the occurrence of such acquisition, merger, consolidation or Change of Control.

The provisions of this Section 2.3 shall not be deemed to be implied consent to any transaction otherwise prohibited by the terms and conditions of this Agreement

2.4            Additional Payments .  Unless otherwise provided herein or in any other Loan Document, all Obligations, other than principal and interest on the Secured Debenture, shall be payable by the Borrowers to the Holder thereof after the same shall become due and payable, 10 days after presentation of an invoice together with reasonable supporting documentation therefore, and shall bear interest from the date due until paid at the Interest Rate.  Payment of fees and expenses due and payable to Purchaser on the Closing Date shall be paid in full on the Closing Date.

2.5            Direct Payment .  The Borrowers will pay all sums becoming due hereunder and on the Secured Debenture to the Holder at the address specified for such Holder, as applicable on Annex I hereto, by wire transfer in U.S. Dollars of Federal Reserve Funds or other immediately available funds, to the account specified for such Holder on Annex I, or at such other address or in such other form as such Holder shall have designated by notice to the Borrowers at least five (5) Business Days prior to the date of any payment, in each case without presentment and without notations being made thereon.  All payments by the Borrowers shall be made without set-off or counterclaim.  Any wire transfer shall identify such payment as “Multiband Secured Debenture” and shall identify the payment as principal, premium, interest, Closing Fees, Prepayment Premium and/or reimbursement of costs and expenses, together with the applicable date or period to which it relates.

2.6            Payments Payable on Business Days .  Payments of all amounts due hereunder or under the Secured Debenture shall be made on a Business Day.  Any payment due on a day that is not a Business Day shall be deemed to be due, and shall be made, on the next Business Day and such extension of time shall be included in computing the fees and/or interest payable on such date.

2.7            Interest Laws .  Notwithstanding any provision to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and Purchaser shall not be permitted to contract for, take, reserve, charge or receive, any compensation which constitutes interest under applicable law in excess of the maximum amount of interest permitted by law (“Excess Interest”).  If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document or otherwise contracted for, taken, reserved, charged or received, then in such event: (a) the provisions of this Section 2.7 shall govern and control; (b) the Borrowers shall not be obligated to pay any Excess Interest; (c) any Excess Interest that Purchaser may have contracted for, taken, reserved, charged or received hereunder shall be, at Borrowers’ option, (i) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by law), (ii) refunded to the payor thereof, or (iii) any combination of the foregoing; (d) the interest provided for shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable law (the “Maximum Rate”), and this Agreement and the other Loan Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction; and (e) the Borrowers shall have no action against Purchaser for any damages arising due to any Excess Interest.  Notwithstanding the foregoing, if for any period of time interest on any of the Obligations is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest payable on such Obligations shall remain at the Maximum Rate until Purchaser shall have received the amount of interest which Purchaser would have received during such period on such Obligations had the rate of interest not been limited to the Maximum Rate during such period, but only if, and to the extent, permitted by applicable law.  All sums paid or agreed to be paid hereunder or under the other Loan Documents for the use, forbearance or detention of sums due shall, to the extent permitted by applicable law, be amortized, pro-rated, allocated and spread throughout the full term of the Obligations until payment in full so that the rate or amounts of interest on account of the Obligations does not exceed the Maximum Rate.  The terms of this Section 2.7 shall be deemed incorporated into each other Loan Document and any other document or instrument between the Borrowers and Purchaser or directed to the Borrowers by Purchaser, whether or not specific reference to this Section 2.7 is made.

2.8            Security .  The Obligations of the Loan Parties to the Purchaser under the Secured Debenture, this Agreement, and the other Loan Documents are secured by security interests and liens granted pursuant to the Security Documents.

3.1             Warrant .  In consideration of the Purchaser’s willingness to enter into this Agreement and purchase the Secured Debenture, the Borrowers agree to cause the Parent to issue the Warrant, at the Closing, on the terms and pursuant to the conditions set forth therein.

4.1            Representations and Warranties of Purchaser .  Purchaser represents and warrants to the Borrowers as follows:

(a)            Existence .  It is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(b)            Authority .  It has the right and power and authority to enter into, execute, deliver and perform its obligations under this Agreement, and its partners, officers or agents executing and delivering this Agreement are duly authorized to do so.  This Agreement has been duly and validly executed and delivered and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms.

(c)            Investor Status .  It (i) is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended, and (ii) has such knowledge, skill, sophistication and experience in business and financial matters, based on actual participation, that it is capable of evaluating the merits and risks of the purchase of the Secured Debenture and the Warrant from the Borrowers or the Parent, as the case may be, and the suitability thereof for Purchaser.

(d)            Investment Intent .  It is acquiring its Secured Debenture and Warrant (i) for investment purposes only, (ii) with no intent to distribute such Secured Debenture or Warrant, and (iii) for its own account and not as nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer to, any other person, trust or organization.

To induce Purchaser to enter into this Agreement, the Loan Parties jointly and severally represent and warrant to Purchaser that the following statements are true, correct and complete in all material respects:

5.1            Corporate Existence and Authority .  (a) Each Loan Party: (i) is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization; (ii) has all requisite corporate or company, power and authority to own its assets and carry on its business as now conducted; and (iii) is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify could reasonably be expected to have a Material Adverse Effect.  Each Loan Party has the corporate or company power and authority to execute, deliver, and perform its obligations under this Agreement and all other Loan Documents to which it is a party.

5.2            Financial Statements .

(a)           The audited Consolidated financial statements for the Parent and its Subsidiaries as at December 31, 2008, an interim unaudited Consolidated income statement as at March 31, 2009 and an interim unaudited Consolidated balance sheet as at March 31, 2009 as heretofore furnished to Purchaser, have been prepared in accordance with GAAP (except for the omission of footnotes in the interim financial statements) on a consistent basis and fairly present the Consolidated financial condition of the Parent and its Subsidiaries as at such date and the results of its Consolidated operations and changes in financial position for the period then ended.  At the Closing Date, to the Knowledge of the Loan Parties, the Parent and its Subsidiaries did not have any liabilities or obligations (absolute, accrued, contingent or otherwise) of a nature required by GAAP to be reflected in such financial statements which are, individually or in the aggregate, material to the condition, financial or otherwise, or operations of the Parent and its Subsidiaries, taken as a whole, and which are not reflected on such financial statements. Since December 31, 2008, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

(b)           The Consolidated and Consolidating income statement projections of the Parent and its Subsidiaries attached hereto as Schedule 5.2 for the Fiscal Year ending December 31, 2009, present the Loan Parties’ best estimate of the future Consolidated and consolidating cash flow position of the Parent, based on the historical performance of the Parent and its Subsidiaries and the Loan Parties’ knowledge of their business plans and assumptions underlying them.

5.3            Default .  Except as disclosed on Schedule 5.3 , no Loan Party is in default under (a) any loan agreement, indenture, mortgage, or security agreement to which it is a party, or (b) any lease, franchise, permit, license or other agreement or obligation evidencing any Indebtedness of such Borrower except where such default could not reasonably be expected to have a Material Adverse Effect.

5.4            Authorization and Compliance with Laws and Material Agreements .  The execution, delivery and performance by each Loan Party of this Agreement and the other Loan Documents to which it is or may in connection with the transactions contemplated hereby become a party, have been, or prior to the consummation of such transactions will be, duly authorized by all requisite action on the part of such Loan Party and do not and will not violate such Loan Party’s organizational documents, or any agreement by or among its shareholders, members or partners, or any law or any order of any court, governmental authority or arbitrator, and do not and will not upon the consummation of the transactions contemplated hereby result in a breach of, or constitute a default under, or result in the imposition of any Lien (except Permitted Liens) upon any assets of such Loan Party pursuant to any material provision of any loan agreement, indenture, mortgage, or security agreement, or any material franchise, permit, license or other instrument or agreement by which such Loan Party or any of its properties is bound.  Except as set forth on Schedule 5.4 , no authorization, approval or consent of, and no filing or registration with, any court, governmental authority or third party is or will be necessary for the execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document to which it is a party, or the validity or enforceability thereof.  No Loan Party is in violation of any term of its organizational documents or any contract, agreement, judgment or decree, and is in full compliance with all applicable laws, regulations and rules except where such violation or non-compliance could not reasonably be expected to have a Material Adverse Effect.  To each Borrower’s Knowledge, the Officers of the Borrowers have complied with all material applicable laws, regulations and rules in the course and scope of their employment with any Borrower except where such non-compliance could not reasonably be expected to have a Material Adverse Effect.

5.5            Solvency .  After giving effect to the transactions contemplated by this Agreement and the other Loan Documents, each Loan Party will be solvent, will have sufficient cash flow to pay its debts as they mature, have capital sufficient to carry on its business and all businesses in which it is about to engage, and

(a)           the assets of such Loan Party, at a fair valuation, exceed the total liabilities, as the case may be (including contingent, subordinated, unmatured and unliquidated liabilities) of such Loan Party; and

(b)           such Loan Party does not have an unreasonably small capital base with which to engage in its anticipated business.

For purposes of clause (a) of this Section 5.5 , the “fair valuation” of the assets of the relevant Loan Party shall be determined on the basis of the amount which may be realized within a reasonable time, either through collection or sale of such assets at market value, deeming the latter as the amount which could be obtained for the property in question within such period by a capable and diligent business person from an interested buyer who is willing to purchase under ordinary selling conditions.

5.6            Litigation and Judgments .  Except as disclosed on Schedule 5.6 , there is no action, suit, proceeding or investigation before any court, governmental authority or arbitrator pending, or to the knowledge of the Borrowers, threatened, against or affecting either of the Borrowers, except for actions, suits or proceedings which, if determined adversely to such Borrower, could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on such Borrower.

5.7            Rights in Properties; Liens .  Each of the Borrowers has good and marketable title to all properties and assets reflected on its current balance sheet, and none of such properties or assets is subject to any Liens, except Permitted Liens.  No Loan Party owns any real property except as disclosed on Schedule 5.7 .

5.8            Enforceability .  This Agreement and he other Loan Documents, when delivered, shall constitute the legal, valid and binding obligations of each Loan Party which is a party thereto, enforceable against such Loan Party in accordance with their respective terms.

5.9            Indebtedness .  All Indebtedness, other than trade payables less than ninety (90) days past their respective due dates, owed by any Loan Party, is set forth on Schedule 5.9 .  Part II of Schedule 5.9 is a complete listing of all amounts owing by any Loan Party to trade creditors that are ninety (90) or more days past their respective invoice dates.

5.10           Lien Priority .  The provisions of the Security Documents are sufficient to create an attached security interest in favor of the Purchaser in those items and types of collateral of the relevant Loan Party described in the Security Documents to which Article 9 of the UCC is applicable.  Upon the proper filing (as such term is defined in the UCC) of the applicable financing statement pertaining to the relevant Loan Party in the appropriate filing office in the state of such Loan Party’s organization, including the payment of any requisite filing or recording fees, the Purchaser will have a perfected security interest under Article 9 of the UCC in so much of the Collateral described in the Security Documents and indicated on such applicable financing statement as constitutes personal property of such Loan Party in which a security interest can be perfected by the filing of financing statements in that state under Article 9 of the UCC.  The Liens created by the Security Documents are junior only to Permitted Liens in the respective assets of the relevant Loan Party, and to those other Liens consented to by the Purchaser.

5.11           Taxes .  Each Loan Party has timely filed all material tax returns (federal, state, and local) required to be filed, including, without limitation, all income, franchise, employment, property, and sales taxes, and has timely paid all of its tax liabilities, other than immaterial amounts and taxes that are being contested by such Loan Party in good faith by appropriate actions or proceedings diligently pursued, and for which adequate reserves in conformity with GAAP with respect thereto have been established to the reasonable satisfaction of Purchaser.  To the Knowledge of the Loan Parties, there is no pending investigation of any Loan Party by any taxing authority or pending but un-assessed tax liability of any Loan Party.  No Loan Party has made a presently effective waiver of any applicable statute of limitations or request for an extension of time to file a tax return, and no Loan Party is a party to any tax-sharing agreement.

5.12           Use of Proceeds; Margin Securities .  No Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any extension of credit under this Agreement will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock.  No Loan Party has taken any action that would cause the transactions contemplated by this Agreement to violate Regulations T, U or X or to violate the Exchange Act.

5.13           ERISA .  All members of any Controlled Group have complied with all applicable minimum funding requirements and all other applicable and material requirements of ERISA and the Code, applicable to the Employee Benefit Plans it or they sponsor or maintain, and there are no existing conditions that would give rise to material liability thereunder.  With respect to any Employee Benefit Plan, all members of any Controlled Group have made all contributions or payments to or under each Employee Benefit Plan required by law, by the terms of such Employee Benefit Plan or the terms of any contract or agreement.  No Termination Event has occurred in connection with any Pension Plan, and there are no unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA, with respect to any Pension Plan which pose a risk of causing a Lien to be created on the assets of any Loan Party or which will result in the occurrence of a Reportable Event.  No member of any Controlled Group has been required to contribute to a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, since September 2, 1974.  No material liability to the Pension Benefit Guaranty Corporation has been, or is expected to be, incurred by any member of a Controlled Group.  The term “liability,” as referred to in this Section 5.13 , includes any joint and several liability.  No non-exempt prohibited transaction under ERISA or the Code has occurred with respect to any Employee Benefit Plan which could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the condition, financial or otherwise, of an Employee Benefit Plan.

5.14           Disclosure .  No representation or warranty made by any Loan Party in this Agreement or any other Loan Document contains any untrue fact or omits to state any material fact necessary to make the statements herein or therein not misleading.  There is no fact known to any Loan Party which such Loan Party has determined could reasonably be expected to have Material Adverse Effect that has not been disclosed in writing to Purchaser.

5.15           Subsidiaries and Capitalization .   Schedule 5.15 is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Capital Stock of the Subsidiaries of the Parent in existence on the date hereof.  All of the issued and outstanding shares of Capital Stock of each Loan Party have been validly issued and are fully paid and non-assessable, and the holders thereof are not entitled to any preemptive, first refusal or other similar rights.  Except as indicated on such Schedule , all such Capital Stock of each Subsidiary is owned by the Parent or one or more of its wholly-owned Subsidiaries, free and clear of all Liens, except Permitted Liens. The equity capitalization of the Parent is set forth on such Schedule .   Except as indicated as such Schedule , there are no outstanding debt or equity securities of the Parent or any of its Subsidiaries and no outstanding obligations of the Parent or any of its Subsidiaries convertible into or exchangeable for, or warrants, options or other rights for the purchase or acquisition from the Parent or any of its Subsidiaries, or other obligations of the Parent or any of its Subsidiaries to issue, directly or indirectly, any shares of Capital Stock of the Parent or any of its Subsidiaries.

5.16           Investment Company Act .  Neither any Loan Party nor any Person controlling any Loan Party are required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

5.17           Reserved .

5.18           Securities Laws .  The Borrowers have complied with, or are relying in good faith on an exemption from, the registration and/or qualification requirements of all federal and state securities or blue sky laws applicable to the issuance or sale of the Secured Debenture and the Warrant.

5.19           No Labor Disputes .  No Loan Party is currently involved in a labor dispute.  No Loan Party is a party to any collective bargaining agreement, and there are no strikes or walkouts or union organization of any of the employees of any Loan Party threatened or in existence.

5.20           Brokers .  No Loan Party nor any of its current or former shareholders, partners or members have dealt with any broker, finder, commission agent or other Person in connection with the transactions referenced in or contemplated by this Agreement, nor is any Loan Party, or any of its shareholders, partners or members under any obligation to pay any broker’s fee or commission in connection with such transactions, except as set forth on Schedule 5.20 .

5.21           Insurance .  The amount and types of insurance carried by the Loan Parties, and the terms and conditions thereof, are set forth on Schedule 5.21 .

5.22           Conduct of Business .  As of the Closing Date, the Loan Parties are engaged only in businesses of the type described in Schedule 5.22 .

5.23           Use of Proceeds; Restrictions under the SBIA .  The Borrowers will use the proceeds from the sale of the Secured Debenture for the purposes set forth on Schedule 1.4 .  No portion of the proceeds from the sale of the Secured Debenture (a) will be used to provide capital to an SBIC, (b) will be used outside the United States (except (i) to acquire materials and industrial property rights abroad for a domestic operation or (ii) as may be transferred to a controlled foreign subsidiary, so long as at least 51% of the assets, employees and activities of the Borrowers and their Subsidiaries will remain within the United States), or (c) will be used for any purpose “contrary to the public interest (including but not limited to activities which are in violation of law) or inconsistent with free competitive enterprise,” within the meaning of 13 CFR §107.720.  None of the Borrowers' primary business activity involves, directly or indirectly, providing funds to others, purchasing or discounting debt obligations, factoring or long-term leasing of equipment with no provision for maintenance or repair, and neither of the Borrowers is classified under Major Group 65 (Real Estate) of the Standard Industrial Classification Manual prepared by the Office of Management and Budget.

5.24           Small Business Concern .  The Borrowers acknowledge that Purchaser is an SBIC and is subject to regulations promulgated by the U.S. Small Business Administration relating to the small business investment company program.  Each of the Borrowers, together with its respective “affiliates” (as defined in 13 CFR §121.103) is a “Smaller Business” (as defined in 13 CFR §107.710) and complies with the size eligibility provisions and standards set forth in 13 CFR §121.301(c) and, after giving effect to the consummation of the Transaction, will be a Smaller Business and will comply with such size eligibility and standards.  The information regarding the Borrowers set forth in the SBA Forms 480, 652 and Section A of Form 1031 presented to the Borrowers for review at or prior to the Closing, which have been prepared by the Borrowers, is accurate and complete.  Copies of such forms have been executed by the Borrowers and delivered to the Purchaser on or prior to the Closing Date.  None of the Borrowers presently engages in, and, for so long as the Obligations remain outstanding, neither of the Borrowers will engage in, any activities, and will not use directly or indirectly the proceeds from the sale of the Secured Debenture for any purposes, from which an SBIC is prohibited from providing funds by the SBIA.

5.25           Location of Employees and Assets .  At least 51% of the employees (based on total workforce) and assets (based on the stated value of all tangible assets reflected on its financial statements) of the Borrowers, after giving effect to the consummation of the Transactions, together with their respective affiliates (as defined in 13 CFR §121.103), are located within the United States.

5.26           No Payments Outside the Ordinary Course .  Since December 31, 2008, no Loan Party has made any payment to any Person other than in the ordinary course of business.

5.27           Related Person Transactions .  Except as set forth in Schedule 5.27 : (a) no Loan Party’s directors, officers, employees, agents, or Affiliates (each a “Related Person”) has any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to any Loan Party’s businesses; (b) no Related Person owns, of record or as a beneficial owner, an equity interest or any other financial or profit interest in any Person that (i) has business dealings or a material financial interest in any transaction with any Loan Party, or (ii) engages in competition with any Loan Party; and (c) no Related Person is a party to any contract or agreement with any Loan Party.

5.28           Consulting Obligations .  Except as set forth in Schedule 5.28 , no Loan Party has any obligation or liability to any third party consulting firm that is not on commercially-reasonable terms no less favorable to such Loan Party than those obtainable in an arms-length transaction.

5.29           Environmental Matters .

(a)           Except as otherwise disclosed on Schedule 5.29 , each Loan Party has complied and is in compliance, in each case in all material respects, with all applicable Environmental Laws, except for Environmental Laws the violation of which has not had and could not reasonably be expected to result in a Material Adverse Effect.

(b)           Each Loan Party has obtained and complied with, and is in compliance with, all material permits required under Environmental Laws and is in compliance in all material respects with all other permits, licenses and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its businesses.

(c)           No Loan Party has received any written communication, whether from a Governmental Authority, citizens or environmental group, employee, or otherwise, that alleges that any Loan Party, or any person or entity whose liability any Loan Party has or may have retained or assumed either contractually or by operation of law, is not in compliance with applicable Environmental Laws, including without limitation any claim, complaint, citation, report or other written notice regarding any liabilities or potential liabilities, including any investigatory, remedial or corrective action obligations, arising under Environmental Laws.

(d)           No Loan Party has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any facility or property, in a manner that would reasonably be expected to give rise to liabilities of any Loan Party for response costs, natural resource damages or attorneys' fees pursuant to CERCLA or other Environmental Laws.

(e)           To the Knowledge of the Loan Parties, (i) all storage, disposal or treatment and all transportation for storage, disposal or treatment of radioactive or hazardous substances by or on behalf of any Loan Party, at facilities, properties or operations not owned or operated by such Loan Party, have been undertaken by licensed providers in full compliance with Environmental Laws, and (ii) no Loan Party has received any written notice from any person (including any Governmental Authority) that any  Loan Party may be a “potentially responsible party” (as defined in CERCLA) in connection with any storage, disposal, treatment, or transportation of radioactive or hazardous substances.

5.30           Patents, Trademarks, Authorizations, etc.   Each Loan Party owns or possesses all patents, trademarks, service marks, trade names, copyrights, licenses and authorizations, and all rights with respect to the foregoing, necessary for the conduct of its business as now conducted, without any known material conflict with the rights of others.   Schedule  5.30 attached hereto is a complete list of all such property as of the Closing Date.

Purchaser’s obligations hereunder shall be subject to (a) the performance by the Borrowers of their respective obligations hereunder which by the terms hereof are to be performed at or prior to the Closing Date; and (b) the satisfaction of the following conditions on or before the Closing Date:

6.1            No Litigation .  No injunction, preliminary injunction, or temporary restraining order shall be threatened or shall exist which prohibits or may prohibit the transactions contemplated herein or any other related transaction, and no litigation or similar proceeding (including, without limitation, any litigation or other proceeding seeking injunctive or similar relief) shall be threatened or shall exist with respect to the transactions contemplated herein, which, if adversely determined, could in the judgment of Purchaser reasonably be expected to have a Material Adverse Effect.

6.2            Documents .  Purchaser shall have received the following on the Closing Date with respect to the sale and purchase of the Secured Debenture:

(a)            Debenture Purchase Agreement .  This Agreement, duly executed by the Borrowers.

(b)            Secured Debenture .  The Secured Debenture issued in the name of the Purchaser duly executed by the Borrowers.

(c)            Warrant .  The Warrant duly executed by the Parent.

(d)            Security Documents; etc .  The Security Documents respectively duly executed by each Loan Party, granting to the Purchaser the Liens described therein, and the other Loan Documents respectively duly executed by each Loan Party which is a party thereto.

(e)            Approvals and Consents .  Copies of all authorizations, approvals, consents, filings and registrations described in Schedule 5.4 , except to the extent waived by the Purchaser at or prior to the Closing.

(f)            Lien Searches .  Uniform Commercial Code financing statement searches from the Secretary of State of the state of each Loan Party’s incorporation or organization dated within thirty (30) days prior to the Closing Date.

(g)            General Secretary's Certificates .  Separate certificates of the Secretary (or the officer or partner of each such Person serving in like capacity) of each Loan Party, together with true, correct and complete copies of the following:

(i)           The Articles, or, as the case may be, the Certificate of Incorporation of each Loan Party that is a corporation, and the Articles of Organization (Certificate of Formation) of each Loan Party that is a limited liability company, including all amendments thereto, certified by the Secretary of State of the state of such Loan Party’s state of incorporation or organization, as the case may be, and dated within thirty (30) days prior to the Closing Date;

(ii)           The Bylaws of each Loan Party that is a corporation and the limited liability company agreement, member control agreement and operating agreement of each Loan Party that is a limited liability company including all amendments thereto;

(iii)           The board of directors’, board of governors’ and members’ resolutions of each Loan Party authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is a party;

(iv)           Certificates of the appropriate government officials of the state of organization of each Loan Party as to its existence and good standing, and certificates of the appropriate government officials in each jurisdiction in which the nature of such Loan Party’s business makes such qualification necessary and where failure to so qualify could reasonably be expected to have a Material Adverse Effect, as to such Borrower’s good standing and due qualification to do business in such state, each dated within thirty (30) days prior to the Closing Date; and

(v)           The names of the officers of such Loan Party authorized to sign this Agreement and the other Loan Documents to which such Loan Party is a party, on behalf of such Loan Party, together with a sample of the true signature of each such officer.

(h)            Responsible Officer’s Certificate .  A certificate of a Responsible Officer of the Administrative Borrower in the form of Exhibit B attached hereto.

(i)            DirecTECH Subordination Agreement .  The DirecTECH Subordination Agreement appropriately completed and duly executed by all parties thereto.

(j)            Bilyeu Pay-off .  Evidence that DirecTECH has paid all of its Indebtedness to Bilyeu Bucks, LLC and Woody Bilyeu and that such creditors have released, or have agreed to release, their Liens on each Loan Party’s assets.

(k)            Material Contracts .  Copies of the Material Contracts, certified as true and correct copies thereof by an officer of the Administrative Borrower, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such agreements remain in full force and effect and that none of the Loan Parties has breached or defaulted in any of its obligations under such agreements.

6.3            Material Adverse Change .  For the period from December 31, 2008 to the Closing Date, except for the transactions contemplated by this Agreement and the other Loan Documents, there shall have been no occurrence or event which any Loan Party has determined had or which could reasonably be expected have a Material Adverse Effect.

6.4            Closing Fees .  The Closing Fees in the amounts set forth in Section 1.3 shall have been paid to Purchaser.  All other fees and expenses then payable pursuant to this Agreement (including the fees, expenses and disbursements of Purchaser’s counsel) shall have been paid to Purchaser.

6.5            No Event of Default .  No Default or Event of Default shall have occurred and be continuing or would result from the Borrowers’ execution of this Agreement.

6.6            Miscellaneous .  The Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request.

6.7            Representations and Warranties .  All representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on the Closing Date.

Each Loan Party covenants and agrees that, from the date hereof and until the Obligations (other than contingent indemnification or reimbursement obligations due or arising hereunder) have been finally and irrevocably paid in full in accordance with the terms hereof and thereof:

7.1            Financial Statements .  Each Loan Party will furnish to Purchaser:

(a)           As soon as available and in any event within 30 days after the end of each fiscal month, unaudited Consolidated statements of income and cash flow for the Parent for such month and for the period from the beginning of such fiscal year to the end of such month, setting forth in comparative form corresponding period for the preceding fiscal year, a Consolidated balance sheet of the Parent as at the end of such month, together with corresponding figures for the prior fiscal year ( provided , that the electronic filing of the Parent’s quarterly report on Form 10-Q shall satisfy the foregoing requirements in respect of each of the first three quarterly periods of each fiscal year of the Parent and the electronic filing of the Parent’s quarterly earnings release (including schedules detailing the unaudited Consolidated condensed balance sheet and related unaudited statement of income of the Parent for such quarter) within  90 days after the end of the fourth quarterly period of each fiscal year of the Parent shall satisfy the foregoing requirements in respect of the fourth quarter of each fiscal year of Borrower).  The Loan Parties will also furnish to the Agent the related consolidating financial statements and a certificate signed by the chief financial officer of the Administrative Borrower, on behalf of the Borrowers, stating that such financial statements present fairly the financial condition of the Parent and that the same have been prepared in accordance with GAAP (except for the absence of footnotes and subject to year-end audit adjustments).

(b)           With each quarterly financial statement specified in Section 7.1(a), (i) a schedule of accounts receivable, (ii) a detailed inventory report, including the book value of inventory, and (iii) an aging of accounts payable and a schedule of contra-accounts.

(c)           Promptly, any additional reports, statements, or other documents that the Purchaser or Holders may request, including, without limitation, examinations or appraisals of the assets of any Loan Party prepared by an examiner or appraiser acceptable to the Purchaser.

(d)           As soon as available and in any event within 120   days after the end of each Fiscal Year of the Parent, the Consolidated financial statements of the Parent consisting of at least statements of income, cash flow and changes in stockholders’ equity, and a Consolidated balance sheet as at the end of such year setting forth in each case in comparative form corresponding figures from the previous annual audit ( provided , that the electronic filing of the Parent’s annual report on Form 10-K shall satisfy the foregoing requirement), certified without qualification by the Parent’s existing certificated public accountants or other independent certified public accountants of recognized national standing selected by the Parent and acceptable to the Purchaser.  The Loan Parties will also furnish to the Purchaser the related consolidating financial statements and any management letters, management reports or other reasonably supplementary comments or reports to the Parent or its board of directors furnished by such accountants.

(e)           Prior to the commencement of each of the Parent’s Fiscal Years, an annual budget for the forthcoming Fiscal Year on a monthly basis, including projected balance sheets, income statements, and cash flow statements for each month of such Fiscal Year and all other related information and reports provided to the Parent’s management with respect thereto.

(f)           Promptly (and in any event within ten (10) business days) after such information becomes available, a copy of the Borrowers’ quarterly board packet to its board of directors and related and/or supporting materials.

(g)           Together with each delivery of financial statements pursuant to subdivision (d) of this Section 7.1 , a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and of the Secured Debenture as they relate to accounting matters and that such review is sufficient to enable them to make the statement referred to in clause (iii) of this subdivision (g) (it being understood that no special audit procedures, other than those required by generally accepted auditing standards, shall be required), (ii) stating whether, in the course of their audit examination, they obtained knowledge (and whether, as of the date of such written statement, they have knowledge) of the existence of any condition or event which constitutes an Event of Default or Default, and, if so, specifying the nature and period of existence thereof, and (iii) stating that they have examined the Compliance Certificate delivered in connection therewith pursuant to subdivision (a) of Section 7.2 and that the matters set forth in such Compliance Certificate pursuant to such subdivision (a) have been properly stated in accordance with the terms of this Agreement.

(h)           Promptly (and in any event within seven (7) Business Days) upon request, any additional information that the Purchaser may reasonably request (provided that such additional information is information that the Loan Parties either regularly compile in the ordinary course of business or are able to compile and deliver without unreasonable effort or expense, and that the provision of such additional information would not compromise any duty of confidentiality that would prevent disclosure to any Loan Party’s respective board of directors or board of governors or right of attorney-client privilege).

7.2            Certificates; Other Information .  Each Loan Party will furnish to Purchaser each of the following:

(a)           Concurrently with the delivery of each of the financial statements referred to in Section 7.l(a) coinciding with the end of a fiscal quarter and the financial statements referred to in Section 7.l(d) , a certificate of a Responsible Officer of the Administrative Borrower (i) stating that no Default or Event of Default has occurred and is continuing or, if such officer has knowledge of an Default or Event of Default, the nature thereof and specifying the steps taken or proposed to remedy such matter, (ii) showing compliance with Section 8.8 , (iii) stating that the financial statements and reports attached have been prepared in accordance with GAAP and fairly and accurately present (subject to year-end audit adjustments, for the quarterly certificates) the financial condition and results of operations of the Parent and its Subsidiaries at the date and for the period indicated therein, (iv) containing summaries of accounts payable agings, accounts receivable agings, and inventory, and (v) containing a schedule of the outstanding Indebtedness for borrowed money of the Parent and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan.

(b)           As soon as available, except to the extent provided to Purchaser pursuant to Section 7.2(a) , (i) a copy of each financial statement, report, notice or proxy statement sent by the Parent to its shareholders in their capacity as shareholders, (ii) a copy of each regular, periodic or special report, registration statement, or prospectus filed by the Parent with any securities exchange or market or the Securities and Exchange Commission or any successor agency, (iii) any material order issued by any court, governmental authority, or arbitrator in any material proceeding to which any Loan Party is a party, (iv) copies of all press releases and other statements made available generally by the Parent to the public generally concerning material developments in the Parent’s business and (v) a copy of each financial statement, report, or other information sent by the Parent to DirecTECH pursuant to the DirecTECH Transaction Documents.

(c)           Promptly, such additional information concerning any Loan Party as Purchaser may reasonably request.

7.3            Books and Records .  Each Loan Party will:  (a) keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to its business and affairs; and (b) set up on its books accruals with respect to all material taxes, assessments, charges, levies and claims.  All determinations pursuant to this subsection shall be made in accordance with, or as required by, GAAP consistently applied.

7.4            Financial Disclosure .  Each Loan Party hereby irrevocably authorizes and directs all accountants and auditors employed by it at any time during the term of this Agreement to exhibit and deliver to Purchaser copies of any of such Loan Party’s financial statements, trial balances or other accounting records of any sort in the accountant’s or auditor’s possession, and to disclose to Purchaser any information they may have concerning such Loan Party’s financial status and business operations.  Each Loan Party hereby irrevocably authorizes all federal, state and municipal authorities to furnish to Purchaser copies of reports or examinations relating to such Loan Party, whether made by such Loan Party or otherwise.

7.5            Disclosure of Material Matters .  Each Loan Party will, immediately upon learning thereof, report to Purchaser all matters which could reasonably be expected to have a Material Adverse Effect.

7.6            Performance of Obligations .  Each Loan Party will duly and punctually pay and perform its obligations under this Agreement and the other Loan Documents.

7.7            Preservation of Existence and Conduct of Business .  Each Loan Party will preserve and maintain its corporate or company existence and all of its leases, privileges, franchises, qualifications and rights that are necessary or useful in the conduct of its business, and conduct its business as presently conducted in an orderly and efficient manner in accordance with good business practices except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

7.8            Maintenance of Property .  Each Loan Party will operate and maintain in reasonably good condition and repair (ordinary wear and tear excepted) and replace as necessary, all of its assets and Property which are necessary or useful in accordance with sound business practices in the proper conduct of its business so that the value and operating efficiency of its assets and Property are maintained and preserved.  Each Loan Party will at all times maintain its Intellectual Property in full force and effect, and will defend and protect such Intellectual Property against all adverse claims except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

7.9            Payment of Taxes and Claims .  Each Loan Party will promptly pay or discharge at or before maturity or before becoming delinquent (a) all material taxes, levies, assessments, vault, water and sewer rents, rates, charges, levies, permits, inspection and license fees and other governmental and quasi-governmental charges and any penalties or interest for nonpayment thereof, heretofore or hereafter imposed or which may become a Lien upon any property owned by any Loan Party or arising with respect to the occupancy, use, possession or leasing thereof (collectively the “Impositions”), and (b) all material lawful claims for labor, material, and supplies, which, if unpaid, might become a Lien upon any Loan Party’s property; provided, however, no Loan Party will be required to pay or discharge any claim for labor, material, or supplies or any Imposition which is being contested in good faith by appropriate actions or proceedings diligently pursued, and for which adequate reserves in conformity with GAAP with respect thereto have been established to the satisfaction of the Purchaser.

7.10           Compliance with Laws .  Each Loan Party will comply with all acts, rules, regulations and orders of any legislative, administrative or judicial body or official applicable to the operation of such Loan Party’s business if noncompliance with such acts, rules, regulations or orders could reasonably be expected to have a Material Adverse Effect; provided , however , such Loan Party may contest or dispute any acts, rules, regulations, orders and directions of those bodies or officials by appropriate actions or proceedings diligently pursued, if adequate reserves in conformity with GAAP with respect thereto are established to the satisfaction of the Purchaser.  Without limiting the foregoing sentence, each Loan Party will use reasonable efforts to ensure that no Person who owns a controlling interest in or otherwise controls such Loan Party is or shall be (a) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (b) a Person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (c) without limiting clause (a) above, each Loan Party shall comply with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering laws and regulations.

7.11           Insurance .  Each Loan Party will maintain insurance coverage on its physical assets and against other business risks in such amounts and of such types as are customarily carried by companies similar in size and nature, and in the event of acquisition of additional property, real or personal, or of incurrence of additional risks of any nature, increase such insurance coverage in such manner and to such extent as prudent business judgment and present practice would dictate.  In addition, each Borrower shall maintain any insurance required by any Security Document.

7.12           Inspection Rights .  At any reasonable time and from time to time during normal business hours, each Loan Party will permit representatives of Purchaser to visit and inspect its books and financial records, to examine and to make copies of its books of accounts and other financial records, and to discuss the business, operations, and financial condition of such Loan Party with its respective officers and employees and with such Loan Party’s independent certified public accountants.  Purchaser will use its best efforts to notify such Loan Party at least twenty-four (24) hours prior to any such visit or inspection.  Such examinations and inspections may include, but are not limited to, audits of the application of proceeds from the Secured Debenture.  The Loan Parties will promptly reimburse Purchaser for all reasonable out-of-pocket expenses incurred by representatives of Purchaser in connection with such.

7.13           Notices .  Each Loan Party will promptly, but in any event within five (5) Business Days after first becoming aware thereof, notify Purchaser in writing of:

(a)           any action involving any Loan Party or any suit or proceeding against any Loan Party that, if determined adversely to such Loan Party, could reasonably be expected to have a Material Adverse Effect, which notice shall specify the nature of such event and what action such Loan Party has taken or is taking or proposes to take with respect thereto;

(b)           the occurrence of an event of default, or an event which with the passage of time or giving of notice or both could constitute an event of default under any document, instrument or agreement evidencing or securing any other material Indebtedness of any Loan Party which notice shall specify the nature of such event, condition or default and what action such Loan Party has taken or is taking or proposes to take with respect thereto;

(c)           (i) the occurrence of an event of default, or an event which with the passage of time or giving of notice or both could constitute an event of default under any Material Contract or of any material dispute under any such Material Contract, (ii) the occurrence of any event where any counterparty to a Material Contract (A) cancels or terminates such Material Contract, (B) issues to any Loan Party any notice asserting that a breach or default has occurred under such Material Contract, (C) elects not to exercise any option to renew or extend such Material Contract, or (D) takes, or fails to take, any action which could impair the value of such Material Contract as Collateral for the Obligations or is adverse to the rights and benefits of the Purchaser under this Agreement or any other Loan Document, which notice shall specify the nature of such event, condition or default and what action the Loan Parties have taken or propose to take with respect thereto; or

(d)           the occurrence of a Default or an Event of Default, which notice shall specify the nature of such event, condition or default and what action the Borrowers have taken or are taking or propose to take with respect thereto.

7.14           Further Assurances .  Each Loan Party shall execute and deliver to Purchaser from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or documents as Purchaser may reasonably request, in order that the full intent of this Agreement and the other Loan Documents may be carried into effect.

7.15           Compliance with ERISA and the Code .  Each Loan Party will comply, and will cause each other member of any Controlled Group to comply, with all minimum funding requirements, and all other material requirements, of ERISA and the Code, if applicable, to any Employee Benefit Plan it or they sponsor or maintain, so as not to give rise to any liability thereunder.  Each Loan Party will pay and will cause each other member of any Controlled Group to pay when due any amount payable by it to the Pension Benefit Guaranty Corpora