Common use of Amortization Events Clause in Contracts

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection (a)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder or under any other Transaction Document when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection (a)) and Section 2.6 of this Agreement) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made. Notwithstanding the foregoing, a breach of any representation or warranty which relates solely to the eligibility or characteristics of any Receivable shall not constitute an Amortization Event so long as Seller remains in compliance with Section 2.6. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 due; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any of Seller Party or Provider any Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any of Seller Party or Provider any Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property property; provided, that in the case of an involuntary proceeding instituted against any such Person, the Amortization Date shall not occur or be declared by reason of such event unless such proceeding remains undismissed for a period of 30 days after such proceeding is instituted or the affected Person at any time takes any action to consent to or acquiescence in the continuance of such proceeding; provided further that during such period, an Amortization Event shall exist and be continuing for purposes of Section 6.2 and otherwise hereunder; or (iii) any of Seller Party or Provider any Originator shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar monthReporting Period, any of the following shall occur, in each case as determined on the basis of the average of the Default Ratios applicable ratio for the last day of each of the three Reporting Periods then most recently-ended calendar months recently ended: (i) the Delinquency Ratio shall exceed 4.5014.0%, or or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recentlyLoss-ended calendar months to-Liquidation Ratio shall exceed 2.259.0%, or or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months Dilution Ratio shall exceed 2.505.0%. (g) A Change of Control shall occur. (ih) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of executionSeller. (i) The Any of the following shall occur: (i) any “Termination Amortization Event” under and as defined in any Receivables Sale Agreement shall occur; (ii) the “Amortization Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement occur; or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or (iii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring transferring, Receivables to any Seller under any the Receivables Sale Agreement (other than an Immaterial Originator to which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement)it is named as party. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor a material number of Obligors shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider JDI shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of ProviderJDI, or Provider JDI shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person JDI shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given at any time fail to the Agent in accordance with Section 7.1(b)(vii) perform or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction observe any of the Agent, with the criteria terms or provisions set forth in Article V (Financial Covenants) of the definition herein Credit Agreement as in effect from time to time; provided, that, for solely purposes of “Independent Managerthis Section 9.1(l) no amendment, modification or waiver after the date hereof of any term or provision set forth in Article V (Financial Covenants) (or any defined term used therein) of the Credit Agreement shall be effective for purposes of this Section 9.1(l) without the consent of the Agent and the Required Financial Institutions. (im) Provider Seller shall fail to own, free maintain in full force and clear of effect any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLCHedging Arrangement required under Section 1.5. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:: AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second c)(second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection paragraph (a)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due due; or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 50,000,000; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.507.75%, ; or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-recently- ended calendar months shall exceed 2.254%, ; or (iii) as at the end of any calendar monthmonth ending on or prior to August 31, 2002, the average of the Delinquency Ratios for the three AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT most recently-ended calendar months shall exceed 3.75%; or (iv) as at the end of any calendar month ending after August 31, 2002, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.503.00%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “"Termination Date” " under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any the Seller or any Originator shall fail to observe any term or condition of any Receivables the Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables the Sale Agreement, ; or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any the Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person The Agreement of General Partner shall terminate in whole or in part or shall cease to be appointed as an Independent Manager of a Seller without prior notice thereof having been given effective or to be the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conformslegally valid, to the satisfaction binding and enforceable obligation of the Agentgeneral partner of the Seller or the general partner of the Seller or the Seller shall directly or indirectly contest in any manner such effectiveness, with validity, binding nature or enforceability, or the criteria set forth general partner of the Seller shall fail in any respect to perform its obligations under the definition herein Agreement of “Independent ManagerGeneral Partner. AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (im) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement)Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group Seller and 99.9% of the partnership interests of Dairy Group, Seller; or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Dean Credit Agreement), 100% of the general partnership interests of Dairy Group Xxxler and 0.1% of the partnership interests of Dairy Group, Seller; or Provider and Suiza Dairy Group, LLC L.P. shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Dean Credit Agreement), in the aggregate, either directly or indirectlyindirecxxx, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I heretothe Dean Financial Covenants.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation which shall include the insufficiency of Collections deposited in the Collection Account as of any Reimbursement Obligations Settlement Date to satisfy in full the payment of the Current Portion of Discount then due in accordance with Section 3.02 hereunder) (ii) to observe or deposits required to be made to the LC Collateral Accountperform any covenant set forth in Section 6.02, 6.01(k) and such failure shall continue for two (2or 6.01(l) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), ) and (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 8.01(e)) and such failure shall continue for five thirty (530) consecutive Business Daysdays or, if the relevant term, covenant or agreement hereunder is required to be performed in a lesser period of time, such lesser period of time. (b) Any representation, warranty, certification representation or statement warranty made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or any certification or statement made by any Seller in connection with the foregoing shall prove to have been incorrect in any material respect when made or deemed made. (c) Failure of any either Seller to pay any Indebtedness when due due, or the failure of any other Affiliate of either Seller Party or Provider to pay any Indebtedness when due due, which (i) is payable to Purchaser under any other agreement or instrument to which Starctec Global Communications Corporation is a party or (ii) in the case of any Indebtedness payable to another Person, individually or together with other such Indebtedness as to which is owed Purchaser under any other agreement or instrument any such failures exists has an aggregate outstanding principal amount in excess of $50,000,000 5,000,000; or the default by any Seller Party or Provider any of its Affiliates in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider an Affiliate thereof shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party Seller, SGCC or Provider any of their Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against Seller, SGCC or any Seller Party or Provider of their Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party Seller, SGCC or Provider any of their Subsidiaries shall take any corporate or partnership action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller As of any date: (i) the Net Receivables Balance shall fail be less than $27 million; or (ii) the sum of the Net Receivables Balance plus all Receivables that would be Eligible Receivables but for the fact that they are Delinquent Receivables shall be equal to comply less than $35 million; or (iii) the Purchaser Interest shall exceed 100%. unless, in the case of clause (i) and (ii) above, (A) the applicable shortfall is, in the sole judgment of the Purchaser, due solely to a timing gap between the dates on which (x) Collections are received in respect of Commercial Accounts Receivable originated in the immediately preceding month and (y) invoices are generated by the Sellers in accordance with billing practices in effect as of the terms date of Section 2.6 hereof this Agreement with respect to Commercial Accounts Receivable for the current month and such failure shall not have been remedied within one Business Day(B) the portion of the current Net Receivables Balance comprised of Retail Accounts Receivable is at least $10,000,000. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (ig) One or more final judgments for the payment of money shall be entered against any either Seller or (ii) one or more final judgments for the payment of money SGCC in an amount in excess of $50,000,000, 5,000,000 or more individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (jh) This Agreement shall terminate in whole or in part (except in accordance with its their terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Sellerparty thereto, or any Obligor shall directly Seller or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit affiliate of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider Seller shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider The Facility Termination Date shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLCoccur. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business DaysDays after such Seller Party has notice thereof. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (ci) Failure The failure of any Seller to pay any Indebtedness when due due; or (ii) the failure of the Servicer, Insight or any other Seller Party or Provider Originator to pay Indebtedness any “Specified Indebtedness” when due in excess of $50,000,000 due; or the default by any Seller Party Party, Insight or Provider any Originator in the performance of any term, provision or condition contained in any agreement under which any such Specified Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Specified Indebtedness to cause, such Specified Indebtedness to become due prior to its stated maturity maturity; or any such Specified Indebtedness of the Servicer, Insight or any Seller Party or Provider Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000. “Specified Indebtedness” means Indebtedness which, individually or in the aggregateaggregate with other Indebtedness, shall be entered against any Servicer on claims not covered by insurance has an aggregate principal amount or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and face value in effect for thirty (30) consecutive days without a stay excess of execution$25,000,000. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second c)(second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection paragraph (a)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement)Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement)Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business DaysDays after such Seller Party has notice thereof. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (ci) Failure The failure of any Seller to pay any Indebtedness when due due; or (ii) the failure of the Servicer, Insight or any other Seller Party or Provider Originator to pay Indebtedness any “Specified Indebtedness” (hereinafter defined) when due in excess of $50,000,000 due; or the default by any Seller Party Party, Insight or Provider any Originator in the performance of any term, provision or condition contained in any agreement under which any such Specified Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Specified Indebtedness to cause, such Specified Indebtedness to become due prior to its stated maturity maturity; or any such Specified Indebtedness of the Servicer, Insight or any Seller Party or Provider Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors. As used herein, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000“Specified Indebtedness” means Indebtedness which, individually or in the aggregateaggregate with other Indebtedness, shall be entered against any Servicer on claims not covered by insurance has an aggregate principal amount or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and face value in effect for thirty (30) consecutive days without a stay excess of execution$25,000,000. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when duedue and such failure continues for three (3) days, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a)) and such failure shall continue for five ten (510) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any material respect other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed mademade other than any breach of a representation relating to a Receivable that has been repurchased pursuant to Section 1.3. (c) Failure A default shall occur in the performance of any Seller term, provision or condition contained in the Senior Credit Agreement causing Indebtedness to pay any Indebtedness when become due prior to its stated maturity or declared to be due and payable or required to be prepaid prior to the failure date of any other Seller Party maturity thereof, or Provider to pay Indebtedness when due in excess of $50,000,000 or the a default by any Seller Party or Provider shall occur in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness (as defined in the Senior Credit Agreement) was created or is governed, the effect of which is to cause, or to permit the holder or holders of cause such Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity maturity; or any such Material Indebtedness of any Seller Party or Provider the Servicer shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (id) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an aggregate amount in excess of $50,000,000, individually or in the aggregate, 17,500,000 shall be entered against any Servicer the Sellers on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (if) The “Termination "Amortization Date” " under and as defined in any the Receivables Sale Purchase Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement)occur. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an "Amortization Event:" (a) Any Seller Loan Party shall fail (i) to make any payment or deposit (i) of any amount consisting of Capital principal when required hereunder when due, to be made by it under the Transaction Documents; or (ii) to make any payment or deposit of any other Obligation or amount required hereunder not covered by clause (i) when due (including without limitation any Reimbursement Obligations or deposits required to be made to by it under the LC Collateral Account) Transaction Documents and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection (a)) and such failure shall continue continues for five (5) consecutive Business Daysdays. (b) Any representation, warranty, certification or statement made or deemed made by any Seller Loan Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed made; provided that the materiality threshold in the foregoing clause shall not be applicable with respect to any representation or warranty which itself is subject to a materiality threshold. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when due. (d) Except as provided in any other subsection or clause of this Section 9.1, any Loan Party shall fail to perform or observe any other covenant or agreement contained in any Transaction Document, and such failure shall continue for thirty (30) consecutive days (e) Failure of any Seller Borrower to pay any Indebtedness (other than the Obligations) when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (if) Any Seller Party Failure of BSX (at any time while it is a Loan Party) or Provider shall generally not any of its Subsidiaries other than Borrower to pay Indebtedness in excess of $100,000,000 in aggregate principal amount (hereinafter, "Material Indebtedness") when due taking into account any applicable grace period; or the default by BSX (at any time while it is a Loan Party) or any of its debts as Subsidiaries other than Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause such debts Material Indebtedness to become due prior to its stated maturity; or shall admit in writing any Material Indebtedness of BSX (at any time while it is a Loan Party) or any of its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding Subsidiaries other than Borrower shall be instituted declared to be due and payable or required to be prepaid (other than by or against any Seller Party or Provider seeking a regularly scheduled payment) prior to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition the date of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d)maturity thereof. (eg) Any Seller An Event of Bankruptcy shall fail occur with respect to comply with the terms any Loan Party or any Material Subsidiary of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayany Loan Party. (f) (ih) As at the end of any calendar month, Calculation Period: (i) the three-month rolling average of the Default Ratios for the three most recently-ended calendar months Past Due Ratio shall exceed 4.502.80%, or or (ii) as at the end of any calendar month, the three-month rolling average of the Dilution Ratios for the three most recently-ended calendar months Ratio shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.504.4%. (gi) A Change of Control shall occur. (ij) One or more final judgments for the payment of money or decrees shall be entered against the Servicer or any Seller of its Subsidiaries involving in the aggregate a liability (not paid or in excess of the amount recoverable by insurance) of $100,000,000 (iinet of any related tax benefit) or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof, or one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, decrees shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibilityBorrower, and all such judgment judgments or decrees shall continue unsatisfied and in effect for thirty (30) consecutive not have been vacated, discharged, stayed or bonded pending appeal within 30 days without a stay of executionfrom the entry thereof. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business DaysDays after such Seller Party has notice thereof. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (ci) Failure The failure of any the Seller to pay any Indebtedness when due due; or (ii) the failure of the Servicer, Insight or any other Seller Party or Provider Originator to pay Indebtedness any "Specified Indebtedness" when due in excess of $50,000,000 due; or the default by any Seller Party Party, Insight or Provider any Originator in the performance of any term, provision or condition contained in any agreement under which any such Specified Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Specified Indebtedness to cause, such Specified Indebtedness to become due prior to its stated maturity maturity; or any such Specified Indebtedness of the Servicer, Insight or any Seller Party or Provider Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000. "Specified Indebtedness" means Indebtedness which, individually or in the aggregateaggregate with other Indebtedness, shall be entered against any Servicer on claims not covered by insurance has an aggregate principal amount or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and face value in effect for thirty (30) consecutive days without a stay excess of execution$5,000,000. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Loan Party or Performance Guarantor shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to by it under the LC Collateral Account) and Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure shall continue continues for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection (a)) and such failure shall continue for five (5) 3 consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Seller Loan Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty that itself contains a materiality threshold. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or, with respect to Section 8.5, within three days of when due. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall remain unremedied for 30 days after the earlier of (i) an Executive Officer of any of such Persons obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any Loan Party or Performance Guarantor by any of the Agents. (e) Failure of any Seller Borrower to pay any Indebtedness Debt (other than the Obligations) when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness Debt to cause, such Indebtedness Debt to become due prior to its stated maturity maturity; or any such Indebtedness Debt of any Seller Party or Provider Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (if) Any Seller Party Failure of Performance Guarantor or Provider shall generally not the Servicer or any of their respective Subsidiaries (other than Borrower) to pay Debt in excess of $25,000,000 in aggregate principal amount (hereinafter, “Material Debt”) when due; or the default by Performance Guarantor or any of its debts as Subsidiaries (other than Borrower) in the performance of any term, provision or condition contained in any agreement under which any Material Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such debts Material Debt to cause, such Material Debt to become due prior to its stated maturity; or shall admit in writing its inability to pay its debts generally any Material Debt of Performance Guarantor, the Servicer or shall make a general assignment for the benefit any of creditors, or their respective Subsidiaries (iiother than Borrower) any proceeding shall be instituted declared to be due and payable or required to be prepaid (other than by or against any Seller Party or Provider seeking a regularly scheduled payment) prior to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition the date of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d)maturity thereof. (eg) Any Seller An Event of Bankruptcy shall fail occur with respect to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business DayPerformance Guarantor, any Originator or any Loan Party. (f) (ih) As at the end of any calendar month, Calculation Period: (i) the three-month rolling average of the Default Ratios for the three most recently-ended calendar months Delinquency Ratio shall exceed 4.508.75%, or , (ii) as at the end of any calendar month, the three-month rolling average of the Dilution Ratios for the three most recently-ended calendar months Default Ratio shall exceed 2.253.5%, or , (iii) as at the end of any calendar month, the three-month rolling average of the Delinquency Ratios for the three most recently-ended calendar months Dilution Ratio shall exceed 2.506.5%, or (iv) Days Sales Outstanding shall exceed 50 days. (gi) A Change of Control shall occur. (j) (i) One or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against any Seller Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,00025,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any Servicer of its Subsidiaries (other than Borrower) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an "Amortization Event:" (a) Any Seller Loan Party shall fail (i) to make any payment or deposit (i) of any amount consisting of Capital principal when required hereunder when due, to be made by it under the Transaction Documents; or (ii) to make any payment or deposit of any other Obligation or amount required hereunder not covered by clause (i) when due (including without limitation any Reimbursement Obligations or deposits required to be made to by it under the LC Collateral Account) Transaction Documents and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection (a)) and such failure shall continue continues for five (5) consecutive Business Daysdays. (b) Any representation, warranty, certification or statement made or deemed made by any Seller Loan Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed made; provided that the materiality threshold in the foregoing clause shall not be applicable with respect to any representation or warranty which itself is subject to a materiality threshold. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when due. (d) Except as provided in any other subsection or clause of this Section 9.1, any Loan Party shall fail to perform or observe any other covenant or agreement contained in any Transaction Document, and such failure shall continue for thirty (30) consecutive days (e) Failure of any Seller Borrower to pay any Indebtedness (other than the Obligations) when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (if) Any Seller Party Failure of BSX (at any time while it is a Loan Party) or Provider shall generally not any of its Subsidiaries other than Borrower to pay Indebtedness in excess of $100,000,000 in aggregate principal amount (hereinafter, "Material Indebtedness") when due taking into account any applicable grace period; or the default by BSX (at any time while it is a Loan Party) or any of its debts as Subsidiaries other than Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause such debts Material Indebtedness to become due prior to its stated maturity; or shall admit in writing any Material Indebtedness of BSX (at any time while it is a Loan Party) or any of its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding Subsidiaries other than Borrower shall be instituted declared to be due and payable or required to be prepaid (other than by or against any Seller Party or Provider seeking a regularly scheduled payment) prior to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition the date of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d)maturity thereof. (eg) Any Seller An Event of Bankruptcy shall fail occur with respect to comply with the terms any Loan Party or any Material Subsidiary of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayany Loan Party. (f) (ih) As at the end of any calendar month, Calculation Period: (i) the three-month rolling average of the Default Ratios for the three most recently-ended calendar months Past Due Ratio shall exceed 4.502.80%, or or (ii) as at the end of any calendar month, the three-month rolling average of the Dilution Ratios for the three most recently-ended calendar months Ratio shall exceed 2.25%, or (iii) as at the end of 4.4% for any calendar month, the average of the Delinquency Ratios for the three most recentlyother three-ended calendar months shall exceed 2.50%month period. (gi) A Change of Control shall occur. (ij) One or more final judgments for the payment of money or decrees shall be entered against the Servicer or any Seller of its Subsidiaries involving in the aggregate a liability (not paid or in excess of the amount recoverable by insurance) of $100,000,000 (iinet of any related tax benefit) or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof, or one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, decrees shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibilityBorrower, and all such judgment judgments or decrees shall continue unsatisfied and in effect for thirty (30) consecutive not have been vacated, discharged, stayed or bonded pending appeal within 30 days without a stay of executionfrom the entry thereof. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder or under any other Transaction Document when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection (a)) and Section 2.6 of this Agreement) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made. Notwithstanding the foregoing, a breach of any representation or warranty which relates solely to the eligibility or characteristics of any Receivable shall not constitute an Amortization Event so long as Seller remains in compliance with Section 2.6. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 due; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party of Seller, any Originator or Provider JWP Investments, Inc. shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party of Seller, any Originator or Provider JWP Investments, Inc. seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property property; provided, that Table of Contents in the case of an involuntary proceeding instituted against any such Person, the Amortization Date shall not occur or be declared by reason of such event unless such proceeding remains undismissed for a period of 30 days after such proceeding is instituted or the affected Person at any time takes any action to consent to or acquiescence in the continuance of such proceeding; providedfurther that during such period, an Amortization Event shall exist and be continuing for purposes of Section 6.2 and otherwise hereunder; or (iii) any Seller Party of Seller, any Originator or Provider JWP Investments, Inc. shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar monthReporting Period, any of the following shall occur, in each case as determined on the basis of the average of the Default Ratios applicable ratio for the last day of each of the three Reporting Periods then most recently-ended calendar months recently ended: (i) the Delinquency Ratio shall exceed 4.505.25%, or or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recentlyLoss-ended calendar months to-Liquidation Ratio shall exceed 2.255.25%, or or (iii) as at the end in respect of any calendar monthReporting Period ending on or after June 29, 2001, the average Dilution Ratio shall exceed a percentage equal to 125% of the Delinquency Ratios for the highest average Dilution Ratio in respect of any prior period of three most recently-ended calendar months consecutive Reporting Periods, which prior period shall exceed 2.50%have commenced on or after October 31, 2000. (g) A Change of Control shall occur. (ih) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of executionSeller. (i) The Any of the following shall occur: (i) any Originator or JWP Investments, Inc. shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale and Contribution Agreement on its part to be performed or observed; (ii) any representation, warranty, certification or statement made by any Originator or JWP Investments, Inc. under or in connection with the Receivables Sale and Contribution Agreement shall prove to have been incorrect in any material respect when made or deemed made; (iii) any “Termination Amortization Event” under and as defined in any Receivables Sale Agreement shall occur; (iv) the “Amortization Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement occur; or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring transferring, Receivables to any Seller under any the Receivables Sale Agreement (other than an Immaterial Originator to which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement)it is named as party. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor a material number of Obligors shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security Table of Contents interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider CMI shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of ProviderCMI, or Provider CMI shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction As of the Agentend of any fiscal quarter of CMI, with any of the criteria set forth following shall occur, unless such Amortization Event shall have been waived by Bank One in its capacity as Agent hereunder (capitalized terms used below to have the definition herein of “Independent Managermeanings assigned in Annex A to Exhibit I): (i) Provider The ratio of EBITDA to Interest Expense for the four consecutive fiscal quarters then ended shall be less than 3.0 to 1.0; (ii) The ratio of Funded Debt to Total Capitalization shall exceed 0.65 to 1.0; or (iii) The ratio of Funded Debt as of the end of such fiscal quarter to EBITDA for the four consecutive fiscal quarters then ended, shall exceed 3.5 to 1.0. In the case of clause (iii) above, if Holdco, CMI or any of their respective Subsidiaries shall have made any Acquisitions of another Person (a “Target”) during any period in respect of which a calculation is being made under such clause, then such Target shall be deemed to have been acquired at the beginning of such period provided that the Agent shall have been provided with audited financial statements (or unaudited financial statements provided that the Agent has consented thereto) with respect to such Target for the two (2) fiscal years of such Target most recently ended and there shall be excluded from EBITDA of the Target the amount of any operating expenses actually incurred by such Target during such period that are reasonably expected to be eliminated following any such Acquisition and are approved by the Agent in its reasonable discretion. Such operating expenses may include, without limitation, excess compensation. All such exclusions shall be identified on a separate schedule delivered to the Agent with the financial statements described above. Notwithstanding the foregoing, prior to the date that is the earliest to occur of (i) the date the Five-Year Credit Agreement shall terminate in accordance with its terms, (ii) the date Bank One shall cease to be a party to the Five-Year Credit Agreement or (iii) the date the Agent hereunder shall fail to own, free and clear concur in any written amendment or waiver that shall have become effective under the Five-Year Credit Agreement (as distinguished from exercise of discretion on the part of the calculation agent under the Five-Year Credit Agreement which under the terms of the Five-Year Credit Agreement does not require the consent of any Adverse Claims (except Bank thereunder) relating to the terms and provisions thereunder that correspond to any Adverse Claim in favor of the Collateral Agent provisions of Section 9.1(l) above, any determination made in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% terms of the limited partnership interests of Dairy Group and 99.9% Five-Year Credit Agreement in respect of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear effect of any Adverse Claims (except any Adverse Claim in favor Acquisition on the calculations of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.Funded Debt

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided, that, the materiality threshold in this Section 9.1(b) shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) (i) Failure of any Seller the Master Servicer to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 35,000,000 in principal amount (“Material Indebtedness”); or the default by any Seller Party or Provider the Master Servicer in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Master Servicer shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (ii) Failure of Seller to pay any Indebtedness when due in an aggregate principal amount of $10,750 or more; or the default by Seller in the performance of any term, provision or condition contained in any agreement under which any Indebtedness in an aggregate principal amount of $10,750 or more was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party in an aggregate principal amount of $10,750 or Provider more shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (iii) Failure of Ralcorp to observe any covenant contained in Section 6.17 of the Ralcorp Credit Agreement as in effect on the date hereof without regard to any amendment or modification thereto or restatement thereof unless the Funding Agents shall have consented in writing to such amendment, modification or restatement. (i) Any Seller Party or Provider Material Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party or Provider any Material Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider any Material Originator shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar month, : (i) the 3-month rolling average of the Delinquency Ratio shall exceed 6.0%; (ii) the 3-month rolling average of the Default Ratios for the three most recently-ended calendar months Ratio shall exceed 4.501.50%, or ; or (iiiii) as at the end of any calendar month, the 3-month rolling average of the Dilution Ratios for the three most recently-ended calendar months Ratio shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.5015.0%. (g) A Change of Control shall occuroccur with respect to either Seller or the Master Servicer. (h) (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,00035,000,000, individually or in the aggregate, shall be entered against any the Master Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider Performance Guarantor shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of ProviderPerformance Guarantor, or Provider Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager Director of a the Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii7.1(b)(iv) of this Agreement or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLCDirector. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.”

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder or under any other Transaction Document when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection (a)) and Section 2.6 of this Agreement) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made. Notwithstanding the foregoing, a breach of any representation or warranty which relates solely to the eligibility or characteristics of any Receivable shall not constitute an Amortization Event so long as Seller remains in compliance with Section 2.6. (ci) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 due; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof or (ii) failure of JDI or any Seller Party of its Subsidiaries or Provider Affiliates to pay any Indebtedness when due in an aggregate amount in excess of $25,000,000; or the default by JDI or any of its Subsidiaries or Affiliates in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of JDI or any of its Subsidiaries or Affiliates shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party of Seller, the Performance Guarantor or Provider any Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party of Seller, the Performance Guarantor or Provider any Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property property; provided, that in the case of an involuntary proceeding instituted against any such Person, the Amortization Date shall not occur or be declared by reason of such event unless such proceeding remains undismissed for a period of 30 days after such proceeding is instituted or the affected Person at any time takes any action to consent to or acquiescence in the continuance of such proceeding; provided further that during such period, an Amortization Event shall exist and be continuing for purposes of Section 6.2 and otherwise hereunder; or (iii) any of Seller Party or Provider any Originator shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar monthReporting Period, any of the following shall occur, in each case as determined on the basis of the average of the Default Ratios applicable ratio for the last day of each of the three Reporting Periods then most recently-ended calendar months recently ended: (i) the Delinquency Ratio shall exceed 4.506.0%, or or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recentlyLoss-ended calendar months to-Liquidation Ratio shall exceed 2.255.0%, or or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months Dilution Ratio shall exceed 2.507.5%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer JDI on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall (i) individually or in the aggregate for all judgments then outstanding against JDI and any of its Affiliates exceed an amount equal to $25,000,000, and (ii) continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (i) The Any of the following shall occur: (i) any “Termination Event” under and as defined in any Receivables Sale Agreement shall occur; (ii) the “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement occur; or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or (iii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring transferring, Receivables to any Seller under any the Receivables Sale Agreement (other than an Immaterial Originator to which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement)it is named as party. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor a material number of Obligors shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider JDI shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of ProviderJDI, or Provider JDI shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person JDI shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given at any time fail to the Agent in accordance with Section 7.1(b)(vii) perform or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction observe any of the Agent, with the criteria terms or provisions set forth in Article V (Financial Covenants) of the definition herein Credit Agreement as in effect from time to time; provided, that, for solely purposes of “Independent Managerthis Section 9.1(l) no amendment, modification or waiver after the date hereof of any term or provision set forth in Article V (Financial Covenants) (or any defined term used therein) of the Credit Agreement shall be effective for purposes of this Section 9.1(l) without the consent of the Agent and the Required Financial Institutions. (im) Provider Seller shall fail to own, free maintain in full force and clear of effect any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLCHedging Arrangement required under Section 1.5. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Loan Party or Performance Guarantor shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to by it under the LC Collateral Account) and Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure shall continue continues for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection (a)) and such failure shall continue for five (5) 3 consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Seller Loan Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty that itself contains a materiality threshold. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or, with respect to Section 8.5, within three days of when due. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall remain unremedied for 30 days after the earlier of (i) an Executive Officer of any of such Persons obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any Loan Party or Performance Guarantor by any of the Agents. (e) Failure of any Seller Borrower to pay any Indebtedness Debt (other than the Obligations) when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness Debt to cause, such Indebtedness Debt to become due prior to its stated maturity maturity; or any such Indebtedness Debt of any Seller Party or Provider Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (if) Any Seller Party Failure of Performance Guarantor or Provider shall generally not the Servicer or any of their respective Subsidiaries (other than Borrower) to pay Debt in excess of $25,000,000 in aggregate principal amount (hereinafter, “Material Debt”) when due; or the default by Performance Guarantor or any of its debts as Subsidiaries (other than Borrower) in the performance of any term, provision or condition contained in any agreement under which any Material Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such debts Material Debt to cause, such Material Debt to become due prior to its stated maturity; or shall admit in writing its inability to pay its debts generally any Material Debt of Performance Guarantor, the Servicer or shall make a general assignment for the benefit any of creditors, or their respective Subsidiaries (iiother than Borrower) any proceeding shall be instituted declared to be due and payable or required to be prepaid (other than by or against any Seller Party or Provider seeking a regularly scheduled payment) prior to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition the date of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d)maturity thereof. (eg) Any Seller An Event of Bankruptcy shall fail occur with respect to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business DayPerformance Guarantor, any Originator or any Loan Party. (f) (ih) As at the end of any calendar month, Calculation Period: (i) the three-month rolling average of the Default Ratios for the three most recently-ended calendar months Delinquency Ratio shall exceed 4.505.75%, or , (ii) as at the end of any calendar month, the three-month rolling average of the Dilution Ratios for the three most recently-ended calendar months Default Ratio shall exceed 2.253.5%, or , (iii) as at the end of any calendar month, the three-month rolling average of the Delinquency Ratios for the three most recently-ended calendar months Dilution Ratio shall exceed 2.506.5%, or (iv) Days Sales Outstanding shall exceed 50 days. (gi) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection (a)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (h) (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and Section 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made; provided, however, that any breach of the representations and warranties set forth in Sections 5.1(i), (s) or (t) shall not constitute an Amortization Event unless such breach or breaches apply in the aggregate to a material portion of the Receivables. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due any Indebtedness having an outstanding principal balance in excess of $50,000,000 25,000,000; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider any of its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party or Provider any of its Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property property, provided that in the event any such proceedings shall have been instituted against such Seller Party or Significant Subsidiary, such proceedings shall have continued undismissed or unstayed and in effect for a period of sixty (60) consecutive days or an order for relief shall have been entered in such proceedings, or (iii) any Seller Party or Provider any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day2.6. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or Collection Period: (iii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for as of the three most recently-ended calendar months end of such Collection Period and the two preceding Collection Periods shall exceed 2.5011.875%; (ii) the average of the Dilution Trigger Ratios as of the end of such Collection Period and the two preceding Collection Periods shall exceed 4.0%; or (iii) the average of the Loss-to-Liquidation Ratios as of the end of such Collection Period and the two preceding Collection Periods shall exceed 4.875%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,00025,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibilityServicer, and such judgment shall continue unsatisfied and in effect for thirty ten (3010) consecutive days without a stay of execution. (i) The “Termination "Amortization Date” " under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement). (j) Anixter shall fail to comply with any of the financial covenants set forth in Sections 7.16, 7.17 or 7.18 of the Credit Agreement, as amended from time to time pursuant to any amendment which (i) becomes effective while Bank One is a party to the Credit Agreement, and (ii) is consented to in writing by Bank One as a party to the Credit Agreement. (k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto thereto, and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second c)(second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection paragraph (a)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (d) (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and Section 9.1(e)) or any other Transaction Document and such failure shall continue for five seven (57) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made.. 742081002 11089703 34 (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 1,000,000; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party Party, the Hedge Providers, the Performance Provider or Provider any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party Party, the Hedge Providers, the Performance Provider or Provider any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any Seller Party Party, the Hedge Providers, the Performance Provider or Provider any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayor Section 7.3 hereof. (f) (i) As at the end of any calendar monthFiscal Month (provided, that during the Temporary Period, COVID-19 Modified Receivables shall be excluded from each component of the calculation of the Default Ratio and Delinquency Ratio): (i) commencing on the third Fiscal Month after the Closing Date, the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed (x) at any time during the COVID Period, 10.00% and (y) thereafter, 7.00%, or (ii) commencing on the third Fiscal Month after the Closing Date, the average of the Default Ratios Ratio for such Fiscal Month and each of the three most recently-ended calendar months two immediately preceding Fiscal Months shall exceed 4.50(x) at any time during the COVID Period, 5.00% and (y) thereafter, 3.30%, or or (iiiii) as at commencing on the end of any calendar monththe first Fiscal Month after the Closing Date, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50Excess Spread is less than 1.00%. (g) A Change of Control shall occur. 742081002 11089703 35 (h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence. (i) (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,0001,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (ij) The “Termination Date” under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement); or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement. (jk) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (kl) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect. (m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or any party other than Agent thereto shall directly or indirectly contest in any manner the effectiveness or enforceability thereof. (n) PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any applicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement. (o) Performance Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (lp) Any Person As determined commencing with fiscal quarter ending April 28, 2018, PDCo’s Interest Expense Coverage Ratio shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to less than the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria applicable amount set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.742081002 11089703 36

Amortization Events. The occurrence of any one or more -------------------- of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; PROVIDED THAT the materiality threshold in this Section 9.1(b) shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (ci) Failure of any Seller the Master Servicer to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 25,000,000 in principal amount ("MATERIAL INDEBTEDNESS"); or the default by any Seller Party or Provider the Master Servicer in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Master Servicer shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (ii) Failure of Seller to pay any Indebtedness when due in an aggregate principal amount of $10,750 or more; or the default by Seller in the performance of any term, provision or condition contained in any agreement under which any Indebtedness in an aggregate principal amount of $10,750 or more was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party in an aggregate principal amount of $10,750 or Provider more shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider Material Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party or Provider any Material Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider any Material Originator shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar month, : (i) the 3-month rolling average of the Delinquency Ratio shall exceed 5.0%; (ii) the 3-month rolling average of the Default Ratios for the three most recently-ended calendar months Ratio shall exceed 4.501.7%, or ; or (iiiii) as at the end of any calendar month, the 3-month rolling average of the Dilution Ratios for the three most recently-ended calendar months Ratio shall exceed 2.256.0%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%.; (g) A Change of Control shall occuroccur with respect to either Seller or the Master Servicer. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,00010,000,000, individually or in the aggregate, shall be entered against any the Master Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” "TERMINATION DATE" under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider Performance Guarantor shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of ProviderPerformance Guarantor, or Provider Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager . Notwithstanding the foregoing, if any Originator who originated 10%-30% of the total Receivables originated by all Originators during any month in the past 12 months is the subject of a Seller without prior notice thereof having been given to Change of Control, the Agent in accordance with Section 7.1(b)(vii(at its own expense) or without may review the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria percentages set forth in Section 9.1(f) and the definition herein of “Independent Manager (i) Provider shall the Loss Reserve, the Dilution Reserve and/or the Yield Reserve and, if the Agent reasonably deems it appropriate based on changes in the Receivables as a result of such Change of Control, propose revisions to some or all of the foregoing. If Seller and the Agent fail to ownreach agreement on such revised percentages or reserves within 30 days after the date of such proposed revisions, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) Termination Event shall fail be deemed to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLChave occurred. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail shall: (i) default in the payment of Capital when due, or (ii) fail to make any payment or deposit of any amount consisting of Capital required hereunder in respect of fees under the Fee Letter, Jupiter Cost and/or Yield when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or , (iii) fail to make any other payment when due hereunder or under any Transaction Document, and such failure shall continue for three (3) consecutive Business Days, (iv) fail to deliver to the Agent, pursuant to Section 8.5, any Monthly Report when due, and such failure shall continue for three (3) consecutive Business Days, (v) fail to perform or observe any term, covenant or agreement set forth described in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty five (305) consecutive days or Business Days, or (vvi) fail to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), ) through (ii), (iii) or (ivv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five ten (510) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (ci) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to causedue, or to permit (ii) the holder or holders occurrence of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereofGenlyte Cross Default. (i) Any The Seller Party or Provider an Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any the Seller Party or Provider an Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property property, or (iii) any the Seller Party or Provider an Originator shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection above, or (d)iv) any other Genlyte Bankruptcy Event shall occur. (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar month, the average of Fiscal Month (A) the Default Ratios for the three most recently-ended calendar months Trigger Ratio shall exceed 4.504.0%, (B) the Delinquency Trigger Ratio shall exceed 9.0%, or (iiC) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months Trigger Ratio shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.508.25%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller Seller, or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, a Genlyte Judgment Default shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of executionoccur. (i) The “Termination Date” under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any SellerSeller or Servicer, or any Obligor Seller or Servicer shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed The ratio of (a) the amount of Consolidated Total Debt as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, end of any Testing Period (commencing with the criteria set forth in the definition herein of “Independent Manager Testing Period ending September 30, 2004) to (ib) Provider shall fail Consolidated EBITDA for such Testing Period exceeds 3.25 to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC1.00. (iim) Provider shall fail to own, free and clear The Consolidated Interest Coverage Ratio as of the end of any Adverse Claims Testing Period (except any Adverse Claim in favor of the Collateral Agent in accordance commencing with the Xxxx Credit Agreement)Testing Period ending September 30, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail 2004) is less than 3.00 to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC1.00. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party Originator shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a)) or any other Transaction Document to which it is a party and such failure in the case of this clause (ii) shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made, and the effects of such have not been cured within three business days after the date the representation, warranty, certification or statement was discovered, or should have been discovered, not to have been correct. (c) Failure of any Seller World Xxxx to pay any Indebtedness when due or the failure of any other Seller Party or Provider Originator to pay any Indebtedness greater than $1,000,000 when due in excess of $50,000,000 due; or the default by any Seller Party or Provider Originator in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness greater than $1,000,000 was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party Originator or Provider any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against Originator or any Seller Party or Provider of its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iiiii) Originator or any Seller Party or Provider of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses clause (i) or (ii) above in this subsection (d). (e) Any Seller A date shall fail occur which is the 90th day following the earlier to comply with the terms occur of Section 2.6 hereof (i) a public announcement of a Change of Control and such failure shall not have been remedied within one Business Day(ii) a Change of Control. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (ig) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent ManagerWorldMark: (i) Provider shall fail to own, free and clear of voluntarily incurs or at any Adverse Claims (except time become voluntarily liable for any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC.Indebtedness; (ii) Provider shall fail voluntarily allows its property to ownbecome subject to any Liens, free and clear or subjects any of its property to any Adverse Claims Liens, other than (except a) utility or other easements or licenses unrelated to any Adverse Claim debt of WorldMark or (b) Liens that in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement)do not exceed, in the aggregate, either directly $100,000; or (iii) involuntarily incurs or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group IIbecomes involuntarily liable for any debt, or Dairy Group Receivables XX XX, LLC shall fail subjects any of its property involuntarily to own, free and clear any Liens (other than utility or similar easements or licenses unrelated to any debt of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, WorldMark) that individually or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of aggregate (with respect to all such debt and the membership interests of Dairy Group Receivables XX XX, LLCobligations secured by all such Liens) exceed $1,000,000. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a), paragraph 9.1(e) and paragraph 9.1(k)) and such failure shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due (taking into account any applicable period of grace) or the failure of any other Seller Party or Provider Transferor to pay Indebtedness when due (taking into account any applicable period of grace) in excess of $50,000,000 10,000,000; or the default by any Seller Party or Provider Transferor in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider Transferor shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (id) Any Seller Party Seller, Servicer, Transferor or Provider any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against Seller, Servicer, Transferor or any Seller Party or Provider of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) Seller, Servicer, Transferor or any Seller Party or Provider of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar month, (i) the average of the Delinquency Ratios as at the end of such month and the two preceding months shall exceed 2.25%, (ii) the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar monthsuch month and the two preceding months shall exceed 2.75%, or (iii) the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, such month and the average of the Delinquency Ratios for the three most recently-ended calendar two preceding months shall exceed 2.505.00%. (g) A Change of Control shall occuroccur with respect to any Seller Party. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,00010,000,000, individually or in the aggregate, shall be entered against any Servicer Transferor on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (i) The “"Termination Date” " under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any (ii) Seller or any Originator Transferor shall fail to observe perform any term of their respective obligations and undertakings under or condition of any pursuant to the Receivables Sale Agreement or shall waive its right fail to vigorously enforce the terms rights and conditions remedies accorded under the Receivables Purchase Agreement after the occurrence of any Receivables Sale Agreementsuch failure, or any Originator (iii) Transferor shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement). (j) Transferor shall cease to perform any of its obligations and undertakings under or pursuant to the Transfer Agreement or shall fail to vigorously enforce its rights and remedies accorded under the Transfer Agreement. (k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (kl) Provider IDEX shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, satisfy Section 8.16 or any Performance Undertaking shall cease additional "financial covenant" under the IDEX Credit Agreement, as such agreement is in effect on the date hereof, without giving effect to be effective any subsequent amendment or to be the legally validmodification unless Bank One, binding and enforceable obligation of ProviderNA, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) hereunder, consents to such amendment or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLCmodification. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business DaysDays after such Seller Party has notice thereof. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (ci) Failure The failure of any Seller to pay any Indebtedness when due due; or (ii) the failure of the Servicer, Insight or any other Seller Party or Provider Originator to pay any Specified Indebtedness (hereinafter defined) when due in excess of $50,000,000 due; or the default by any Seller Party Party, Insight or Provider any Originator in the performance of any term, provision or condition contained in any agreement under which any such Specified Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Specified Indebtedness to cause, such Specified Indebtedness to become due prior to its stated maturity maturity; or any such Specified Indebtedness of the Servicer, Insight or any Seller Party or Provider Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. As used herein, “Specified Indebtedness” means Indebtedness which, individually or in the aggregate with other Indebtedness, has an aggregate principal amount or face value in excess of $25,000,000. (d) (i) Any Seller Party Party, any Originator or Provider any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party Party, any Originator or Provider any of its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against such Person, either such proceeding shall remain undismissed or unstayed for a period of sixty (60) days or an order for relief shall have been entered in such proceedings or a receiver, trustee or similar official shall have been appointed in such proceedings; or (iii) any Seller Party Party, any Originator or Provider any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller, Insight or any Originator shall (i) fail to perform or observe any term, covenant or agreement under the Receivables Sale Agreement, or (ii) fail to enforce its rights under the Receivables Sale Agreement after the occurrence of any such failure described in clause (i). (f) Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (ig) As at the end of any calendar month, Fiscal Month: (i) the weighted average of the Default Ratios for the three most recently-recently ended calendar months Fiscal Months shall exceed 4.500.5%, or ; (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the weighted average of the Delinquency Ratios for the three most recently-recently ended calendar months Fiscal Months shall exceed 2.50(x) 13.5%; (iii) the weighted average of the Dilution Trigger Ratios for the three most recently ended Fiscal Months shall exceed 6.00%. For purposes of this Section 9.1(g), the “weighted average” of each of the ratios referenced above for any three Fiscal Month Period shall be determined by adding the numerators of such ratio for each of such three Fiscal Months and dividing that sum by the sum of the denominators of such ratio for each of such three Fiscal Months. (gh) A Change of Control shall occur. (i) (i) (w) One or more final judgments for the payment of money shall be entered rendered against any Seller or Seller, (iix) one or more final nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect shall be rendered against Seller, (y) one or more judgments for the payment of money in an aggregate amount in excess of $50,000,00015,000,000 (to the extent not covered by a valid and binding policy of insurance in favor of the Servicer, the applicable Originator or the applicable Subsidiary with respect to which the related insurer has been notified of a claim for payment and has not disputed such claim) shall be rendered against the Servicer, any Originator, any of their Subsidiaries or any combination of the foregoing and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Servicer, any Originator or any of their Subsidiaries to enforce any such judgment, or (z) one or more nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, shall be entered rendered against the Servicer, any Servicer on claims not covered by insurance Originator, any of their Subsidiaries or as to which any combination of the insurance carrier has denied its responsibility, foregoing and such judgment the same shall continue unsatisfied and in effect remain undischarged for thirty (30) a period of 30 consecutive days without during which execution shall not be effectively stayed, or any action shall be legally taken by a stay judgment creditor to attach or levy upon any assets of executionthe Servicer, any Originator or any of their Subsidiaries to enforce any such judgment. (ij) The A “Termination Date” under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement). (jk) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (kl) Provider The Total Leverage Ratio, as of the last day of each Fiscal Quarter of Insight, shall fail exceed 2.75 to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability1.00. (lm) The Fixed Charge Coverage Ratio, as of the last day of each Fiscal Quarter of Insight, shall be less than 1.25 to 1.00. (n) The Asset Coverage Ratio, as of the last day of each Fiscal Quarter of Insight, shall be less than 1.75 to 1.00. (o) Any Person shall be appointed as an Independent Manager Director of a the Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement7.1(b)(vi), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to by it under the LC Collateral Account) and Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure shall continue continues for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection (a)) and such failure shall continue for five (5) 5 consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Any Seller Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when due. (d) Any Seller Party shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for thirty (30) consecutive Business Days. (e) Failure of any Seller to pay any Indebtedness (other than the Aggregate Unpaids) when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (f) Parent or any Subsidiary (other than Seller) shall (i) Any Seller Party fail to pay any principal or Provider interest, regardless of amount, due in respect of any Indebtedness in a principal amount in excess of $10,000,000, when and as the same shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditorsand payable, or (ii) fail to observe or perform any proceeding shall be instituted by other term, covenant, condition or against agreement contained in any Seller Party agreement or Provider seeking instrument evidencing or governing any such Indebtedness if the effect of any failure referred to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or this clause (ii) above in this subsection is to cause, or to permit the holder or holders of such Indebtedness or a trustee on its or their behalf (d)with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity. (eg) Any An Event of Bankruptcy shall occur with respect to any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business DayParty. (f) (ih) As at the end of any calendar month, Calculation Period: (i) the three-month rolling average of the Default Ratios for the three most recently-ended calendar months Delinquency Ratio shall exceed 4.502.5%, or , (ii) as at the end of any calendar month, the three-month rolling average of the Dilution Ratios for the three most recently-ended calendar months Default Trigger Ratio shall exceed 2.252.75%, or or (iii) as at the end of any calendar month, the three-month rolling average of the Delinquency Ratios for the three most recently-ended calendar months Dilution Ratio shall exceed 2.5012.25%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money A Change in Control shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of executionoccur. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when duedue and, solely in the case of any Aggregate Unpaids that do not constitute Capital, such failure shall continue for one (1) Business Day, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business DaysDays following the earlier of (A) notice from any Agent of such non-performance or non-observance, or (B) the date on which an Authorized Officer of such Seller Party otherwise becomes aware of such non-performance or non-observance. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect (unless already qualified as to materiality) when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due due, or the failure of by any other Seller Party or Provider to pay any part of the principal of, the premium, if any, or the interest on, or any other payment of money due under any of its Indebtedness when due (other than Indebtedness hereunder), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $50,000,000 10,000,000; or the default by any Seller Party or Provider in the performance any of their respective Subsidiaries shall fail to perform or observe any other term, provision covenant or condition agreement contained in any agreement agreement, document or instrument evidencing or securing any such Indebtedness having such aggregate outstanding principal amount, or under which any such Indebtedness was created issued or is governedcreated, beyond any period of grace, if any, provided with respect thereto and such Seller Party has been notified by such creditor of such default, the effect of which any such failure is either (i) to cause, or to permit the holder or holders of such Indebtedness (or a trustee on behalf of such holders) to cause, any payment of such Indebtedness to become due prior to its stated maturity due date or any (ii) to permit the holders of such Indebtedness (or a trustee on behalf of any such holders) to elect a majority of the board of directors of such Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereofParty. (i) Any Seller Party or Provider any "Borrower" under the Five-Year Credit Agreement (each, a "Material Party") shall be dissolved or liquidated (or any judgment, order or decree therefor shall be entered) or shall generally not pay its debts as such debts they become due due, or shall admit in writing its inability to pay its debts generally generally, or shall make a general assignment for the benefit of creditors, or shall institute, or (ii) any proceeding there shall be instituted by against such Material Party, any proceeding or against any Seller Party or Provider case seeking to adjudicate it bankrupt or insolvent, insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, debtors or seeking the entry of an order for relief relief, or the appointment of a receiver, trustee trustee, custodian or other similar official for it or for any substantial part of its assets, rights, revenues or property, and, with respect to any Material Party other than Seller, if such proceeding is instituted against such Material Party and is being contested by such Material Party in good faith by appropriate proceedings, such proceeding shall remain undismissed or unstayed for a period of 60 days 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 Material Party and, with respect to any Material Party other than Seller, is not released, vacated or fully bonded within 60 days after its issue or levy; or (iii) any Seller Material Party or Provider shall take any action (corporate action or other) to authorize or further any of the actions set forth in clauses (i) or (ii) described above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar month, : (i) the average of the Delinquency Ratios for the three months then most recently ended shall exceed 18%; (ii) the average of the Default Ratios for the three months then most recently-recently ended calendar months shall exceed 4.508%, or ; or (iiiii) as at the end of any calendar month, the average of the Dilution Ratios for the three months then most recently-recently ended calendar months shall exceed 2.259%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (h) The Interest Coverage Ratio shall be less than 3.0 to 1.0; calculated as of the end of each fiscal quarter for the four most recently ended fiscal quarters. (i) The Consolidated Net Worth of Invacare and its Subsidiaries (as defined in the Five-Year Credit Agreement) at any time shall be less than the sum of (i) $525,000,000, plus (ii) 50% of cumulative Consolidated Net Income of Invacare and its Subsidiaries (as defined in the Five-Year Credit Agreement), if any, for the three-month periods ending September 30, 2004 and December 31, 2004, and for each fiscal year of Invacare ending December 31, 2005 and thereafter. (j) The ratio, determined as of the end of each of Invacare's fiscal quarters for the four most recently ended fiscal quarters, of Consolidated Total Debt of Invacare and its Subsidiaries (as defined in the Five-Year Credit Agreement) to Consolidated Adjusted EBITDA of Invacare and its Subsidiaries (as defined in the Five-Year Credit Agreement) for the four most recently ended fiscal quarters shall exceed (i) during the period from and including the Effective Date (as defined in the Five-Year Credit Agreement) through December 30, 2006, 3.50 to 1.0, and (ii) commencing December 31, 2006 and thereafter, 3.25 to 1.0. (k) (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments or orders shall be rendered against or shall affect Servicer or any of its Subsidiaries which does or could have a Material Adverse Effect, and either, as relates to clause (ii), (a) such judgment or order shall have remained unsatisfied or uninsured for the payment a period of money in an amount in excess of $50,000,00021 days and Servicer or Subsidiary, individually or in the aggregateas applicable, shall be entered against not have taken action necessary to stay enforcement thereof by reason of pending appeal or otherwise, prior to the expiration of the applicable period of limitations for taking such action or, if such action shall have been taken, a final order denying such stay shall have been rendered or (ii) enforcement proceedings shall have been commenced by any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and creditor upon any such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of executionor order. (il) The “"Termination Date” " under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any the Receivables Sale Agreement; provided that upon 30 days' prior written notice to the Agent, an Originator may cease to sell or contribute Receivables (as defined in the Receivables Sale Agreement) to the Seller under the Receivables Sale Agreement without causing an Amortization Event under this Agreement if such Originator has consolidated or merged with or into another Originator, and provided further, upon 30 days' prior written notice to the Agent, Healthtech Products, Inc. may cease to sell or contribute Receivables (other than an Immaterial Originator which ceases to transfer Receivables subject to and as defined in accordance with Section 1.7 of any the Receivables Sale Agreement)) to the Seller under the Receivables Sale Agreement without causing an Amortization Event under this Agreement if the average Outstanding Balance of Healthtech Products, Inc.'s Receivables in each of the preceding 4 months represent less than 5% of the average total Outstanding Balance of all Receivables in such months. (jm) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables (other than Foreign Receivables), the Related Security and the Collections with respect thereto and the Collection Accounts. (kn) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder or under any other Transaction Document when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection (a)) and Section 2.6 of this Agreement) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made. Notwithstanding the foregoing, a breach of any representation or warranty which relates solely to the eligibility or characteristics of any Receivable shall not constitute an Amortization Event so long as Seller remains in compliance with Section 2.6. (c) (i) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 due; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof or (ii) failure of JDI or any Seller Party of its Subsidiaries or Provider Affiliates to pay any Indebtedness when due in an aggregate amount in excess of $25,000,000; or the default by JDI or any of its Subsidiaries or Affiliates in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of JDI or any of its Subsidiaries or Affiliates shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party of Seller, the Performance Guarantor or Provider any Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party of Seller, the Performance Guarantor or Provider any Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property property; provided, that in the case of an involuntary proceeding instituted against any such Person, the Amortization Date shall not occur or be declared by reason of such event unless such proceeding remains undismissed for a period of 30 days after such proceeding is instituted or the affected Person at any time takes any action to consent to or acquiescence in the continuance of such proceeding; provided further that during such period, an Amortization Event shall exist and be continuing for purposes of Section 6.2 and otherwise hereunder; or (iii) any of Seller Party or Provider any Originator shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar monthReporting Period, any of the following shall occur, in each case as determined on the basis of the average of the Default Ratios applicable ratio for the last day of each of the three Reporting Periods then most recently-ended calendar months recently ended: (i) the Delinquency Ratio shall exceed 4.506.0%, or or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recentlyLoss-ended calendar months to-Liquidation Ratio shall exceed 2.255.0%, or or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months Dilution Ratio shall exceed 2.507.5%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer JDI on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall (i) individually or in the aggregate for all judgments then outstanding against JDI and any of its Affiliates exceed an amount equal to $25,000,000, and (ii) continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (i) The Any of the following shall occur: (i) any “Termination Event” under and as defined in any Receivables Sale Agreement shall occur; (ii) the “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement occur; or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or (iii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring transferring, Receivables to any Seller under any the Receivables Sale Agreement (other than an Immaterial Originator to which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement)it is named as party. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor a material number of Obligors shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider JDI shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of ProviderJDI, or Provider JDI shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person JDI shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given at any time fail to the Agent in accordance with Section 7.1(b)(vii) perform or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction observe any of the Agent, with the criteria terms or provisions set forth in Article V (Financial Covenants) of the definition herein Credit Agreement as in effect from time to time; provided, that, for solely purposes of “Independent Managerthis Section 9.1(l) no amendment, modification or waiver after the date hereof of any term or provision set forth in Article V (Financial Covenants) (or any defined term used therein) of the Credit Agreement shall be effective for purposes of this Section 9.1(l) without the consent of the Agent and the Required Financial Institutions. (im) Provider Seller shall fail to own, free maintain in full force and clear of effect any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLCHedging Arrangement required under Section 1.5. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second c)(second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection paragraph (a)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%.. FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager.” (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement)Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement)Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (niii) Provider shall fail to comply own, free and clear of any Adverse Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of WhiteWave and 99.9% of the partnership interests of WhiteWave, or WhiteWave Receivables GP, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of WhiteWave and 0.1% of the partnership interests of WhiteWave, or Provider and WhiteWave Foods Company shall fail to own, free and clear of any financial covenant listed on Annex A Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of WhiteWave Receivables GP, LLC. (iv) Provider shall fail to Exhibit I heretoown, free and clear of any Adverse Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Morningstar Receivables and 99.9% of the partnership interests of Morningstar Receivables, or Morningstar Receivables GP, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Morningstar Receivables and 0.1% of the partnership interests of Morningstar Receivables, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Morningstar Receivables GP, LLC.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and Section 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made; provided, however, that any breach of the representations and warranties set forth in Sections 5.1(i), (s) or (t) shall not constitute an Amortization Event unless such breach or breaches apply in the aggregate to a material portion of the Receivables. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due any Indebtedness having an outstanding principal balance in excess of $50,000,000 25,000,000; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider any of its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party or Provider any of its Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property property, provided that in the event any such proceedings shall have been instituted against such Seller Party or Significant Subsidiary, such proceedings shall have continued undismissed or unstayed and in effect for a period of sixty (60) consecutive days or an order for relief shall have been entered in such proceedings, or (iii) any Seller Party or Provider any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day2.6. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or Collection Period: (iii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for as of the three most recently-ended calendar months end of such Collection Period and the two preceding Collection Periods shall exceed 2.5011.875%; (ii) the average of the Dilution Trigger Ratios as of the end of such Collection Period and the two preceding Collection Periods shall exceed 4.0%; or (iii) the average of the Loss-to-Liquidation Ratios as of the end of such Collection Period and the two preceding Collection Periods shall exceed 4.875%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,00025,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibilityServicer, and such judgment shall continue unsatisfied and in effect for thirty ten (3010) consecutive days without a stay of execution. (i) The “Termination "Amortization Date” " under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement). (j) Anixter shall fail to comply with any of the financial covenants set forth in Sections 17.16, 17.17 or 17.18 of the Credit Agreement, as amended from time to time pursuant to any amendment which (i) becomes effective while Bank One is a party to the Credit Agreement, and (ii) is consented to in writing by Bank One as a party to the Credit Agreement. (k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto thereto, and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second c)(second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection paragraph (a)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.507.75%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.254%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.503.00%.. THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “"Termination Date” " under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person The Agreement of General Partner shall terminate in whole or in part or shall cease to be appointed as an Independent Manager of a Seller without prior notice thereof having been given effective or to be the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conformslegally valid, to the satisfaction binding and enforceable obligation of the Agentgeneral partner of Dairy Group or Dairy Group shall directly or indirectly contest in any manner such effectiveness, with validity, binding nature or enforceability, or the criteria set forth general partner of Dairy Group shall fail in any respect to perform its obligations under the definition herein Agreement of “Independent ManagerGeneral Partner. THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement)Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Dean Credit Agreement), 100% of the general partnership interests of Dairy Xxxry Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC L.P. shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Dean Credit Agreement), in the aggregate, either directly or indirectlyindirecxxx, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement)Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XXGP II, LLC shall fail to own, free and clear of any Adverse Claims (xxxxxt any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement), 100% of the general partnership interests of Xxxry Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Dean Holding Company shall fail to own, free and clear of any Adversx Xxaims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Dean Credit Agreement), in the aggregate, either directly or indirecxxx, 100% of the membership interests of Dairy Group Receivables GP II, LLC. (iii) Provider shall fail tx xxx, free and clear of any Adverse Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Specialty Group and 99.9% of the partnership interests of Specialty Group, or Specialty Group Receivables GP, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Dean Credit Agreement), 100% of the general partnership interests of Dairy Xxxcialty Group II and 0.1% of the partnership interests of Dairy Group IISpecialty Group, or Provider and Xxxx Dairy Holdings, LLC Dean Holding Company shall fail to own, free and clear of any Adverse Claims Adversx Xxaims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Dean Credit Agreement), in the aggregate, either directly or indirectlyindirecxxx, 100% of the membership interests of Dairy Specialty Group Receivables XX XXGP, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a)) or any other Transaction Document to which it is a party and such failure in the case of this clause (ii) shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made, and the effects of such have not been cured within three business days after the date the representation, warranty, certification or statement was discovered, or should have been discovered, not to have been correct. (c) Failure of any Seller WorldMark to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay any Indebtedness greater than $1,000,000 when due in excess of $50,000,000 due; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness greater than $1,000,000 was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against Seller or any Seller Party or Provider of its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iiiii) Seller or any Seller Party or Provider of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses clause (i) or (ii) above in this subsection (d). (e) Any Seller A date shall fail occur which is the 90th day following the earlier to comply with the terms occur of Section 2.6 hereof (i) a public announcement of a Change of Control and such failure shall not have been remedied within one Business Day(ii) a Change of Control. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (ig) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent ManagerWorldMark: (i) Provider shall fail to own, free and clear of voluntarily incurs or at any Adverse Claims (except time become voluntarily liable for any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC.Indebtedness; (ii) Provider shall fail voluntarily allows its property to ownbecome subject to any Liens, free and clear or subjects any of its property to any Adverse Claims Liens, other than (except A) utility or other easements or licenses unrelated to any Adverse Claim debt of WorldMark or (B) Liens that in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement)do not exceed, in the aggregate, either directly $100,000; or (iii) involuntarily incurs or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group IIbecomes involuntarily liable for any debt, or Dairy Group Receivables XX XX, LLC shall fail subjects any of its property involuntarily to own, free and clear any Liens (other than utility or similar easements or licenses unrelated to any debt of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, WorldMark) that individually or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of aggregate (with respect to all such debt and the membership interests of Dairy Group Receivables XX XX, LLCobligations secured by all such Liens) exceed $1,000,000. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a), paragraph 9.1(e) and paragraph 9.1(k)) and such failure shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due (taking into account any applicable period of grace) or the failure of any other Seller Party or Provider Transferor to pay Indebtedness when due (taking into account any applicable period of grace) in excess of $50,000,000 10,000,000; or the default by any Seller Party or Provider Transferor in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider Transferor shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (id) Any Seller Party Seller, Servicer, Transferor or Provider any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against Seller, Servicer, Transferor or any Seller Party or Provider of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) Seller, Servicer, Transferor or any Seller Party or Provider of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.or

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 5,000,000; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (d) (i) Any Seller Party or Provider any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party or Provider any of its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar month, the three month rolling average of the Default Ratios Delinquency Ratio shall exceed 14% for the months of November through April or 7% at any other time or the three most recently-ended calendar months month rolling average Default Trigger Ratio shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios 0.9% for the months of November through April or 2.5% at any other time or the three most recently-ended calendar months month rolling average Dilution Ratio shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios 11.5% for the months of November through April or 9.5% at any other time or the three most recently-ended calendar months month rolling average Days Sales Outstanding Ratio shall exceed 2.50%45 for the months of November through April or 38 at any other time. (g) A Change of Control shall occur. (h) As of the end of any of the following fiscal quarters of SCP Pool, the Leverage Ratio shall be greater than (i) 2.0 to 1.0 for the fiscal quarter ending June 30, 2003 and (b) 2.5 to 1.0 for any fiscal quarter ending thereafter. (i) At any time, the Consolidated Net Worth shall be less than the sum of (i) the greater of (x) $116,401,600 or (y) 80% of the Consolidated Net Worth of SCP Pool for the fiscal quarter ending June 30, 2003, plus (ii) 50% of Consolidated Net Income earned in each fiscal quarter beginning with the quarter ending September 30, 2003 (without deduction for losses), plus (iii) 75% of the net proceeds of any equity issuances by SCP Pool received in each fiscal quarter beginning with the quarter ending September 30, 2003. (j) As of the end of each fiscal quarter for the then most recently ended 12 month period (i) Consolidated EBITR to (ii) Consolidated Interest Expense plus Consolidated Rentals, all calculated for SCP Pool and its Subsidiaries on a consolidated basis, to be less than 3.0 to 1.0. (k) (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,0005,000,000, individually or in the aggregate, shall be entered against any the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (il) The “Termination Date” under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement). (jm) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (kn) Provider Performance Guarantor shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of ProviderPerformance Guarantor, or Provider Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (lo) Any Person Collection Account Agreement for any applicable Collection Account and any PO Box Agreement (other than PO Box Agreements to be executed by Superior Pool Products LLC (“Superior Pool”)) for any applicable Post Office Box shall be appointed not have been properly executed and delivered on or before April 30, 2003; provided that with respect to any Superior Pool Post Office Boxes such Post Office Box and a corresponding PO Box Agreement shall not have been properly established and/or executed and delivered, as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) applicable, on or without the written acknowledgement by the Agent that such Person conformsbefore June 30, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager2003. (ip) Provider Seller shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Groupprovide, or Dairy Group Receivables GPcause to be provided, LLC (f/k/on or before April 30, 2003 a Suiza Receivables GP, LLC) shall fail revised Credit and Collection Policy in form and substance satisfactory to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLCAgent. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to by it under the LC Collateral Account) and Transaction Documents when due and, for any such payment or deposit which is not in respect of the Aggregate Invested Amount, such failure shall continue continues for two three (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection (a)) and such failure shall continue for five (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Any Seller Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when performance or observance is due; PROVIDED, HOWEVER, that no Amortization Event shall exist if the Servicer is one Business Day late in delivering a Weekly Report not more than once in any calendar month (it being understood that such late delivery shall not delay the Weekly Adjustment Date for such week). (d) Any Seller Party shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for ten (10) consecutive Business Days. (e) Failure of any Seller to pay any Indebtedness (other than the Aggregate Unpaids) when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (if) Any Failure of Performance Guarantor or any of its Subsidiaries other than Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount Indebtedness in excess of $50,000,000US$2,500,000 (or the Canadian Dollar Equivalent thereof) in aggregate principal amount (hereinafter, individually "MATERIAL INDEBTEDNESS") when due; or the default by Performance Guarantor or any of its Subsidiaries other than Seller in the aggregateperformance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Performance Guarantor or any of its Subsidiaries other than Seller shall be entered against any Servicer on claims not covered by insurance declared to be due and payable or as required to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement prepaid (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (jby a regularly scheduled payment) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction date of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLCmaturity thereof. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event"AMORTIZATION EVENT": (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when duedue and, for any such payment or deposit which is not in respect of Capital, such failure continues for one (1) Business Day, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 25,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (id) Any Seller Party or Provider Event of Bankruptcy shall generally not pay its debts as such debts become due or shall admit in writing its inability occur with respect to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolventParty, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it General Partner or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d)Material Originator. (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar month, : (i) the 3-month rolling average of the Delinquency Ratio shall exceed 7.25%; (ii) the 3-month rolling average of the Default Ratios for the three most recently-ended calendar months Ratio shall exceed 4.5029.0%, or ; (iiiii) as at the end of any calendar month, the 3-month rolling average of the Dilution Ratios for the three most recently-ended calendar months Ratio shall exceed 2.2511.25%, ; or 24 29 (iiiiv) as at the end of any calendar month, the 3-month rolling average of the Delinquency Ratios for the three most recentlyLoss-ended calendar months to-Liquidation Ratio shall exceed 2.5021.75%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,00025,000,000, individually or in the aggregate, shall be entered against any the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (i) The “Termination Date” Except as a result of a Permitted Restructuring: (i) any Material Originator's "SALE TERMINATION DATE" under and as defined in any the U.S. Receivables Sale Agreement shall occur under or (ii) any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Material Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the U.S. Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider The Servicer or the Performance Guarantor shall fail to maintain senior unsecured long-term debt ratings from either or both of Standard & Poor's Ratings Group or Mooxx'x Xxvestors Services, Inc. of at least "BBB-" from Standard & Poor's Ratings Group and "Baa3" from Mooxx'x Xxvestors Services, Inc. (l) Performance Guarantor shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of ProviderPerformance Guarantor, or Provider Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ai) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, to be paid by it under this Agreement or the Fee Letter; or (ii) Seller or the Servicer shall fail to make any payment or deposit of any other amount required hereunder to be paid or deposited by it to the Administrative Agent or any of the Purchasers or Indemnified Parties under this Agreement or the Fee Letter and such failure under this clause (ii) continues for three (3) consecutive days after the date when due (including without limitation any Reimbursement Obligations or deposits the same was required to be made made. (b) Any Seller Party shall fail to the LC Collateral Account) perform or observe any covenant contained in any provision of Section 5.2 or Section 6.6 and such failure shall continue continues for two (2) consecutive Business Days, or Days after the date when the same is required to be performed. (iiic) Any Seller Party shall fail to perform or observe any termother covenant, covenant agreement or agreement set forth other obligation hereunder (other than as referred to in another paragraph of this Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii7.1) or (c) (second sentence only), any other Transaction Document to which it is a party and such failure shall continue for thirty (30) consecutive days following the earlier to occur of (i) notice from the Administrative Agent or any of the Purchasers of such non-performance or non-observance, or (vii) to perform the date on which a Responsible Employee of such Seller Party has knowledge of such non-performance or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection (a)) and such failure shall continue for five (5) consecutive Business Daysnon-observance. (bd) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed mademade in any material respect; provided that to the extent such false or misleading representation occurs under any of Section 3.1(i), Section 3.1(g), Section 3.1(h), Section 3.1(p), Section 3.1(q) or Section 3.1(s), no Amortization Event shall occur under this Section 7.1(d) if a Deemed Collection is applied to reduction of the Outstanding Balance of the affected Receivable(s) as provided in Section 1.5. (ce) Failure of any [Reserved] (i) Seller shall fail to pay any Indebtedness when due principal of or the failure premium or interest on any of any its Debt (other Seller Party or Provider to pay Indebtedness when due than Debt under this Agreement) in an amount in excess of $50,000,000 15,324, individually or the default by any Seller Party or Provider in the performance of aggregate which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any term, provision other event shall occur or condition contained in shall exist under any agreement under which or instrument relating to any such Indebtedness was created Debt and shall continue after the applicable grace period, if any, specified in such agreement or is governedinstrument, if the effect of which such event or condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity Debt; or any such Indebtedness of any Seller Party or Provider Debt shall be declared to be due and payable payable, or required to be prepaid (other than by a regularly scheduled payment) required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the date of stated maturity thereof.; or (iA) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability Except for Contingent Liabilities arising with respect to pay its debts generally or shall make a general assignment for the benefit indemnification obligations of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking its Subsidiaries (other than Seller) being contested in good faith by appropriate proceedings and for which such Seller Party or such Subsidiary maintains adequate reserves, any default shall occur under the terms applicable to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition any Debt of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of its Subsidiaries (other than Seller) in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding $20,000,000 and such default shall (1) consist of the actions set forth failure to pay such Debt when due, whether by acceleration or otherwise, or (2) accelerate the maturity of such Debt or cause the holder or holders thereof, or any trustee or agent for such holder or holders to cause, such Debt to become due and payable (or require any Seller Party or any of its Subsidiaries (other than Seller) to purchase or redeem such Debt or post cash collateral in clauses respect thereof) prior to its expressed maturity or (iB) there occurs under any Swap Contract (as defined in the Senior Credit Agreement) an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Performance Guarantor or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (iiC) above any Termination Event (as defined in this subsection such Swap Contract) under such Swap Contract as to which the Performance Guarantor or any Subsidiary is an Affected Party (d)as defined in such Swap Contract) and, in either event, the termination value or other amount owed by the Performance Guarantor or such Subsidiary (other than Seller) as a result thereof is greater than $20,000,000. (eg) Any An Event of Bankruptcy shall occur with respect to any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business DayParty or any Originator. (f) (ih) As at the end of any calendar month, : (i) the average of the Delinquency Ratios for the three months then most recently ended shall exceed 5.00%; (ii) the average of the Default Ratios for the three months then most recently-recently ended calendar months shall exceed 4.502.75%, or ; or (iiiii) as at the end of any calendar month, the average of the Dilution Ratios for the three months then most recently-recently ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.505.00%. (gi) A Change of Control shall occur. (i) One or more final judgments or orders for the payment of money shall be entered against any Seller (not paid or (iifully covered by insurance as to which the relevant insurance company has acknowledged coverage) one or more final judgments for the payment of money in an amount in excess of $50,000,00015,324, individually or in the aggregate, shall be entered against any Servicer on claims Seller or (ii) one or more judgments or orders for the payment of money (not paid or fully covered by insurance or as to which the relevant insurance carrier company has denied its responsibilityacknowledged coverage) aggregating in excess of $20,000,000 shall be rendered against any or all of the Performance Guarantor, the Servicer or any Originator and, in each of the foregoing cases described in clauses (i) and (ii) either (A) enforcement proceedings shall have been commenced by any creditor upon any such judgment judgments or orders or (B) there shall continue unsatisfied and in effect for be any period of thirty (30) consecutive days without during which a stay of executionenforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect. (i) The An ERISA Event occurs which has resulted or would reasonably be expected to result in liability of any Seller Party under Title IV of ERISA or to the Pension Plan, Multiemployer Plan (as defined in the Senior Credit Agreement) or the PBGC in an aggregate amount in excess of $20,000,000, or (ii) the Servicer or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $20,000,000. (l) Either (i) the “Termination Date” under and as defined in any Receivables the Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or (ii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any the Sale Agreement, provided, however, that upon 30 days’ prior written notice, an Originator may cease to sell or contribute Receivables to Seller (and otherwise cease to be a party) under the Sale Agreement without causing an Amortization Event under this Agreement if such Originator has consolidated or merged with or into (other than or otherwise sold all or substantially all of its assets to) an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement)Originator. (jm) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder. (n) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor other Seller Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest Security Interest under the applicable laws of the United States of America or any applicable state or territory thereof, in any material part of the Receivables, the Related Security and the or Collections with respect thereto and thereto, or, at any time after October 10, 2014, each of the Collection Accounts. (ko) Provider The Internal Revenue Service shall fail file notice of a lien with respect to perform an amount in excess of $1,000,000 pursuant to Section 6323 of the Code with regard to any of the Receivables or observe any term, covenant Related Security and such lien shall not have been released or agreement required fully-secured with cash pledged to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease Seller (and collaterally assigned to be effective or the Administrative Agent for the benefit of the Purchasers pursuant to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceabilitythis Agreement) within thirty (30) days. (lp) Any Person The PBGC shall be appointed as an Independent Manager file notice of a Seller without prior notice thereof having lien with respect to an amount in excess of $1,000,000 pursuant to Section 4068 of ERISA with respect to any of the Receivables or Related Security and such Lien shall not have been given released or fully-secured with cash pledged to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, Seller (and collaterally assigned to the satisfaction Administrative Agent for the benefit of the Agent, with the criteria set forth in the definition herein of “Independent Manager Purchasers pursuant to this Agreement) within thirty (i30) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLCdays. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in in Section 7.1(a)(iv7.1 (a)(iv), (a)(v), (a)(viii) or (c) (second c)(second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection paragraph (a)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (h) (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement)Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement)Claims, in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (ai) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required to be made by such Seller Party hereunder when duedue and, for any such payment or deposit which is not in respect of Capital, such failure continues for one (1) day, or (ii) to make any payment Seller Party or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure Originating Entity shall continue for two (2) consecutive Business Days, or (iii) fail to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) applicable to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement it hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and Section 9.1(e)) or any other Transaction Document and such failure shall continue for five three (53) consecutive Business Days. (b) (i) Any representation, warranty, certification or statement made by any Seller Party or any Originating Entity in this AgreementAgreement (other than the representation or warranty set forth in Section 5.1(v)), any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed mademade or (ii) the representation or warranty set forth in Section 5.1(v) shall prove to have been incorrect when made or deemed made and such breach of Section 5.1(v) is not cured within one (1) Business Day if such breached representation or warranty was made or deemed as of the date of any Weekly Report or Monthly Report or within five (5) Business Days if such breached representation or warranty was made or deemed as of any date other than the date of any Weekly Report or Monthly Report. (c) Failure of any Seller to pay any Indebtedness when due due; or the failure of any other Seller Party or Provider Servicer to pay any Indebtedness when due in excess of $50,000,000 35 million, individually or in the aggregate, when due; or the default by Servicer, or any Seller Party or Provider affiliate of Servicer which is a party thereto, in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governedthe Credit Agreement, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party in excess of $35 million (other than the Credit Agreement) shall be caused to be declared due and payable, or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party or Provider any of its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar fiscal month, the three-month rolling average of the Default Ratios for the three most recently-ended calendar months Delinquency Ratio Trigger shall exceed 4.509.50%, or (ii) as at the end of any calendar month, the three-month rolling average of the Dilution Ratios for the three most recently-ended calendar months Ratio Trigger shall exceed 2.259.00%, or (iii) as at the end of any calendar month, the three-month rolling average of the Delinquency Ratios for the three most recently-ended calendar months Loss Ratio Trigger shall exceed 2.507.00%. (g) A Change of Control shall occur. (h) (i) One or more final judgments for the payment “Consolidated Interest Coverage Ratio” (as defined in the Credit Agreement) as of money the end of any period of four fiscal quarters of Avnet shall be entered against any Seller less than 3.00 to 1.00 or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty “Consolidated Leverage Ratio” (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in the Credit Agreement) at any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person time shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given greater than 4.00 to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC1.00. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more ------------------- of the following events shall constitute an Amortization Event: (a) Any Seller Party Originator shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when duedue and such failure continues for two (2) Business Days, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a)) or any other ---------- Transaction Document to which it is a party and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made. (c) Failure of any Seller Originator to pay make any Indebtedness payment or payments when due or the failure of (after giving effect to any other Seller Party or Provider applicable grace period) with respect to pay Indebtedness when due with an aggregate principal amount in excess of $50,000,000 10,000,000 for all Originators; or the default by any Seller Party or Provider Originator in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness with an aggregate principal amount in excess of $10,000,000 for all Originators was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party Originator or Provider any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or ; (ii) any proceeding shall be instituted by or against any Seller Party Originator or Provider any of its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property which proceeding, if not instituted by such Originator, shall remain undismissed or unstayed for a period of thirty (30) days; or (iii) any Seller Party Originator or Provider any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) above in of this subsection (d).. ----------- ---- -------------- (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (if) One or more final judgments for the payment of money (in excess of $10,000,000 in the aggregate for all such judgments) shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to by it under the LC Collateral Account) and Transaction Documents when due and, for any such payment or deposit which is not in respect of the Aggregate Invested Amount, such failure shall continue continues for two three (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this subsection (a)) and such failure shall continue for five (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Any Seller Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when performance or observance is due; provided, however, that no Amortization Event shall exist if the Servicer is one Business Day late in delivering a Weekly Report not more than once in any calendar month (it being understood that such late delivery shall not delay the Weekly Adjustment Date for such week). (d) Any Seller Party shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for ten (10) consecutive Business Days. (e) Failure of any Seller to pay any Indebtedness (other than the Aggregate Unpaids) when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party or Original Seller shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder or under the Receivables Sale Agreement or each Transfer Agreement when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, hereunder or (iv) to perform under the Receivables Sale Agreement or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder each Transfer Agreement (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection clause (a) and clause (e)) and such failure shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 5,000,000 when due; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (id) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar month, Collection Period: (i) the average number of Days Collections Outstanding at the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) end of such Collection Period and as at the end of any calendar month, the average of immediately preceding Collection Period shall equal or exceed 95; or (ii) the Dilution Ratios for the three most recentlyRun-ended calendar months shall exceed 2.25%, or (iii) Off Ratio as at the end of any calendar month, such Collection Period and as at the average end of the Delinquency Ratios for immediately preceding Collection Period shall equal or exceed 25%; or (iii) the three most recentlymonth rolling average Dilution Trigger Ratio as at the end of such Collection Period shall equal or exceed 2.70%; or (iv) the Loss-ended calendar months to-Liquidation Ratio as at the end of such Collection Period shall equal or exceed 2.501.20%. (g) A Change of Control with respect to SSI shall occuroccur or SSI shall cease to own directly, free and clear of all Adverse Claims, all of the outstanding shares of Seller. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,0001,000,000, individually or in the aggregate, shall be entered against any the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (i) The “"Termination Date” " under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement Agreement, or any (ii) Seller or any Originator shall fail cease to observe perform any term or condition of any their respective material obligations and undertakings under and pursuant to the Receivables Sale Agreement or shall waive its right fail to vigorously enforce the terms rights and conditions remedies accorded under the Receivables Purchase Agreement after the occurrence of any Receivables Sale Agreementsuch failure, or any (iii) Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe As at the end of any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Managerfiscal quarter: (i) Provider the Consolidated Leverage Ratio shall fail to ownexceed (A) 3.75:1.0 for the fiscal quarter ending on October 30, free and clear 2000, (B) 3:50:1.0 for each fiscal quarter ending after October 30, 2000 (other than each fiscal quarter ending July 30 of any Adverse Claims each year), or (except any Adverse Claim C) 4.25:1.0 for each fiscal quarter ending on July 30 of each year; (ii) the Consolidated Fixed Charge Coverage Ratio (as defined in favor the SSI Loan Agreement) shall be less than 2.0:1.0; or (iii) Consolidated Net Worth (as defined in the SSI Loan Agreement) shall be less than the sum of (A) $125,000, 000 plus (B) 50% of the Collateral Agent in accordance with the Xxxx Credit Agreement), aggregate Consolidated Net Income (as defined in the aggregateSSI Loan Agreement) (but not less than zero) for each fiscal quarter ending after September 30, either directly or indirectly1998, such increases to be cumulative, plus (C) 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC net proceeds from Equity Transactions (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), as defined in the aggregateSSI Loan Agreement) occurring after September 30, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC1998. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder 737579529 11089703 34 (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and Section 9.1(e)) or any other Transaction Document and such failure shall continue for five seven (57) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 1,000,000; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party Party, the Hedge Providers, the Performance Provider or Provider any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party Party, the Hedge Providers, the Performance Provider or Provider any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any Seller Party Party, the Hedge Providers, the Performance Provider or Provider any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayor Section 7.3 hereof. (f) (i) As at the end of any calendar monthFiscal Month (provided, that during the Temporary Period, COVID-19 Modified Receivables shall be excluded from each component of the calculation of the Default Ratio and Delinquency Ratio): (i) commencing on the third Fiscal Month after the Closing Date, the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed (x) at any time during the COVID Period, 10.00% and (y) thereafter, 7.00%, or (ii) commencing on the third Fiscal Month after the Closing Date, the average of the Default Ratios Ratio for such Fiscal Month and each of the three most recently-ended calendar months two immediately 737579529 11089703 35 12794124v1 preceding Fiscal Months shall exceed 4.50(x) at any time during the COVID Period, 5.00% and (y) thereafter, 3.30%, or or (iiiii) as at commencing on the end of any calendar monththe first Fiscal Month after the Closing Date, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50Excess Spread is less than 1.00%. (g) A Change of Control shall occur. (h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence. (i) (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,0001,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (ij) The “Termination Date” under and as defined in any the Receivables Sale Agreement shall occur under any such the Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any the Receivables Sale Agreement); or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement. (jk) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (kl) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect. (m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or any party other than Agent thereto shall directly or indirectly contest in any manner the effectiveness or enforceability thereof. (n) PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any applicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement. 737579529 11089703 36 12794124v1 (o) Performance Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any the Performance Undertaking, or any the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (lp) As determined commencing with fiscal quarter ending April 28, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than the applicable amount set forth in Section 6.21 of the Credit Agreement as of any applicable period(s) or date(s) set forth in Section 6.21 of the Credit Agreement. (q) Any Person shall be appointed as an Independent Manager Governor of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent ManagerGovernor.” (ir) Provider Seller shall fail to own, free pay in full all of its Obligations to Agent and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with Purchasers hereunder and under each other Transaction Document on or prior to the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLCLegal Maturity Date. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business DaysDays after such Seller Party has notice thereof. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (ci) Failure The failure of any the Seller to pay any Indebtedness when due due; or (ii) the failure of the Servicer, Insight or any other Seller Party or Provider Originator to pay Indebtedness any “Specified Indebtedness” when due in excess of $50,000,000 due; or the default by any Seller Party Party, Insight or Provider any Originator in the performance of any term, provision or condition contained in any agreement under which any such Specified Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Specified Indebtedness to cause, such Specified Indebtedness to become due prior to its stated maturity maturity; or any such Specified Indebtedness of the Servicer, Insight or any Seller Party or Provider Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Day. (f) (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000. “Specified Indebtedness” means Indebtedness which, individually or in the aggregateaggregate with other Indebtedness, shall be entered against any Servicer on claims not covered by insurance has an aggregate principal amount or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and face value in effect for thirty (30) consecutive days without a stay excess of execution$25,000,000. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Originating Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a)) or in paragraph (k) below) and such failure in the case of this clause (ii) shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Originating Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made, and the effects of such have not been cured within three business days after the date the representation, warranty, certification or statement was discovered, or should have been discovered, not to have been correct. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Originating Party or Provider to pay any Indebtedness greater than $1,000,000 when due in excess of $50,000,000 due; or the default by any Seller Originating Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness greater than $1,000,000 was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Originating Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Originating Party or Provider any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Originating Party or Provider any of its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee paying agent or other similar official for it or any substantial part of its property or (iiiii) any Seller Originating Party or Provider any of their Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses clause (i) or (ii) above in this subsection subSection (d). (e) Any Seller shall fail WorldMark: (i) voluntarily incurs or at any time become voluntarily liable for any Indebtedness; (ii) voluntarily allows its property to comply become subject to any Liens, or subjects any of its property to any Liens, other than (a) utility or other easements or licenses unrelated to any debt of WorldMark or (b) Liens that in do not exceed, in aggregate, $100,000; or (iii) involuntarily incurs or becomes involuntarily liable for any debt, or subjects any of its property involuntarily to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such debt and the terms of Section 2.6 hereof and obligations secured by all such failure shall not have been remedied within one Business DayLiens) exceed $1,000,000. (f) As at the end of any Accrual Period, the Three-Month Average Delinquency Ratio shall exceed 5.0%. (g) As at the end of any Accrual Period, the Three-Month Average Consolidated Delinquency Ratio shall exceed 5.0%. (h) As at the end of any Accrual Period, the Three-Month Average Default Ratio shall exceed 3.0%. (i) As at the end of any calendar monthAccrual Period, the average of the Three-Month Average Consolidated Default Ratios for the three most recently-ended calendar months Ratio shall exceed 4.503.0%, or . (iij) as at As of the end of any calendar monthAccrual Period, the average Net Excess Spread Percentage shall be less than or equal to zero. (k) As of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar monthAccrual Period, the average of the Delinquency Ratios for the three most recentlyThree-ended calendar months Month Average Charge- Off Ratio shall exceed 2.505.0%. (gl) A Change As of Control the end of any Accrual Period, the Three-Month Average Consolidated Charge-Off Ratio shall occurexceed 5.0%. (im) A Hedge Event shall occur and shall continue to exist for six consecutive months. (n) The aggregate number of Units decreases to less than 90% of the number of units in existence on the date of closing or initial purchase under this Agreement. (o) As of the end of any fiscal quarter of TWRI at any time that TWRI is the Servicer, TWRI shall not be in compliance with one or more of the financial covenants set forth in Section 8.7 of this Agreement. (p) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (jq) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security Security, and the Collections with respect thereto and the Collection Accounts. (kr) Provider The aggregate Purchaser Interests shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking exceed 100% and shall cease to be effective or to be continue as such until the legally valid, binding and enforceable obligation earlier of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free one Business Day following the date any Originating Party has actual knowledge thereof and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLCnext Settlement Date. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required hereunder when due, or (ii) to make any payment or deposit of any other amount required hereunder when due (including without limitation any Reimbursement Obligations or deposits required to be made to the LC Collateral Account) and such failure shall continue for two (2) consecutive Business Days, or (iii) to perform or observe any term, covenant or agreement set forth in Section 7.2 hereof, or (iv) to perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c) (second sentence only), and such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses clause (i), (ii), (iii) or (iv) of this subsection paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made. (c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 due; or the default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which which, in each case, is to cause, or to permit the holder or holders of such Indebtedness to cause, cause such Indebtedness to become due prior to its stated maturity maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party or Provider any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, ; or (ii) any proceeding shall be instituted by or against any Seller Party or Provider any of its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any Seller Party or Provider any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure shall not have been remedied within one Business Dayhereof. (f) (i) As at the end of any calendar month, (i) the Liquidation Period for each of the two most recently-ended calendar months shall exceed 50 days, or (ii) the average of the Default Open Debit Memo Ratios for the three most recently-ended calendar months shall exceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.505.25%. (g) The default by Plexus under its obligations under Section 6.1(a), (b) or (c) of that certain Amended and Restated Credit Agreement dated as of June 15, 2000, by and among Plexus, as borrower, and Firstar Bank, National Association, Harrxx Xxxst & Savings Bank and Bank One, NA, as lenders, (i) as in effect on the date hereof or (ii) if amended, restated or otherwise modified from time to time (including any revolving credit facility replacing the foregoing Credit Agreement) so long as (A) Bank One is a lender under the terms of such Credit Agreement or credit facility and (B) Bank One has consented to any such replacement credit facility and to any such amendment, restatement or other modification under such Credit Agreement or replacement credit facility in its capacity as a lender thereunder. (h) A Change of Control shall occur. (i) (i) One or more final judgments for the payment of money shall be entered against any Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,0005,000,000, individually or in the aggregate, shall be entered against any the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution. (i) The “Termination Date” under and as defined in any Receivables Sale Agreement shall occur under any such Receivables Sale Agreement or any Seller or any Originator shall fail to observe any term or condition of any Receivables Sale Agreement or shall waive its right to enforce the terms and conditions of any Receivables Sale Agreement, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to any Seller under any Receivables Sale Agreement (other than an Immaterial Originator which ceases to transfer Receivables subject to and in accordance with Section 1.7 of any Receivables Sale Agreement). (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of a Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Agent, with the criteria set forth in the definition herein of “Independent Manager (i) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group and 99.9% of the partnership interests of Dairy Group, or Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group and 0.1% of the partnership interests of Dairy Group, or Provider and Suiza Dairy Group, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables GP, LLC. (ii) Provider shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the limited partnership interests of Dairy Group II and 99.9% of the partnership interests of Dairy Group II, or Dairy Group Receivables XX XX, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), 100% of the general partnership interests of Dairy Group II and 0.1% of the partnership interests of Dairy Group II, or Provider and Xxxx Dairy Holdings, LLC shall fail to own, free and clear of any Adverse Claims (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement), in the aggregate, either directly or indirectly, 100% of the membership interests of Dairy Group Receivables XX XX, LLC. (n) Provider shall fail to comply with any financial covenant listed on Annex A to Exhibit I hereto.