Common use of Defaults Clause in Contracts

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The following will (i) if any requirement for notice or lapse of time has not been met, constitute Defaults, and (ii) if there are no such requirements or if such requirements have been met, constitute Events of Default: (a) The failure of Tenant to pay Rent when due, and the continuation of the failure for a period of ten (10) days after notice from Landlord specifying the failure; (b) The failure of Tenant to perform any of its obligations under this Lease, other than its obligation to pay Rent, and the continuation of the failure for a period of twenty (20) days after notice from Landlord specifying in reasonable detail the nature of the failure; (c) The failure of Tenant to pay Rent when due or to perform any of its obligations under this Lease, if Landlord has given Tenant notice of the same or similar failure at least twice during the twelve (12) month period preceding the date on which the Rent or performance was due. (d) The occurrence with respect to Tenant or any Guarantor of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf events: the death, dissolution, termination of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased existence (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment merger or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation consolidation), insolvency, appointment of a transaction by the Borrower receiver for all or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any substantially all of its Material Subsidiaries shall not payproperty, the making of a fraudulent conveyance or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any the execution of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment or trust mortgage for the benefit of creditors, (iii) apply for, seek, consent tocreditors by it, or acquiesce in, the appointment filing of a receiver, custodian, trustee, examiner, liquidator petition of bankruptcy or similar official for the commencement of any proceedings by or against it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or other law relating to the relief or the adjustment of indebtedness, rehabilitation or reorganization or relief of debtors, ; provided that if such petition or commencement is involuntarily made against it and is dismissed within sixty (v60) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as days of the date of such notification)filing or commencement, could reasonably be expected to result in a Material Adverse Effect.such events will not constitute an Event of Default; 7.12 (e) The Borrower issuance of any execution or attachment against Tenant or any other member occupant of the Controlled Group shall have been notified Premises as a result of which the Premises are taken or occupied by a Person other than Tenant; and (f) The cancellation of, refusal to review or denial of liability under any insurance policy relating to the sponsor Premises as a result of a Multiemployer Plan that such Multiemployer Plan is the Premises being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectunoccupied. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) two Business Days after the same becomes duedue (provided that the Borrower receives notice of the existence of such Reimbursement Obligation), (iii) interest upon any Loan or nonpayment of any interest, fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.1, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.6, as applicable)6.7, 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 or 6.146.15. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5 Failure of the Borrower or and/or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000, or the equivalent thereof in any currencies (after “Material Indebtedness”); or the default by the Borrower and/or any Subsidiaries in the performance (beyond the applicable grace periodperiod with respect thereto, if any) of any term, provision or condition contained in any agreement under which any Material IndebtednessIndebtedness was created or is governed, or any other event shall occur or condition exist, if the effect of such default, event or condition 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; (ii) the Borrower or any Material Subsidiary shall default (after Indebtedness of the expiration of Borrower and/or any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, to or acquiesce in, in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any of its Property that, when combined with the Property of any of its Subsidiaries that is also the subject of any such action or acquiescence, constitutes a Substantial Portion of the Property of it and its PropertySubsidiaries, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or similar action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material SubsidiariesSignificant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or such Significant Subsidiary or any of its Material Property that, when combined with the Property of any of such Person’s Subsidiaries or that is also the subject of any such appointment, constitutes a Substantial Portion of the Property of such Person and its PropertySubsidiaries, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Significant Subsidiary, and such appointment continues undischarged undischarged, or such proceeding continues undismissed or unstayed unstayed, for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any Significant Subsidiary which, when taken together with all other court order Property of such Person and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion of the Property of such Person and its Subsidiaries. 7.9 The Borrower and/or any Subsidiaries, as applicable, shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of or the equivalent thereof in any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coveragecurrencies) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 The Borrower and/or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any Subsidiary or any Reportable Event shall occur other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.10 7.11 Any Change in Control shall occur. 7.11 7.12 The Borrower or and/or any other member of ERISA Affiliates thereof incur any liability to the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, PBGC pursuant to Section 4201 Title IV of ERISA (other than liability for premium payments which are paid when due) or to a Benefit Plan in excess of $10,000,000 in the aggregate pursuant to Title IV of ERISA, or the Borrower and/or any ERISA Affiliates thereof incur, or receive notice of, any withdrawal liability pursuant to such Title IV of ERISA to or from a Benefit Plan or Multiemployer Benefit Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000 in the aggregate. 7.12 The 7.13 Any of the following events occurs with respect to any Benefit Plan of the Borrower or any ERISA Affiliate thereof: (a) a Reportable Event, (b) the failure to make a required installment or other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, payment (within the meaning of Title IV section 302(f) of ERISA), if (c) the appointment of a trustee to administer any such termination could reasonably be expected Benefit Plan, (d) the institution by the PBGC of proceedings to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or terminate any Note shall fail to remain in full force or effect or any action shall be taken such Benefit Plan, (e) the implementation by the Borrower to assert the invalidity or unenforceability any ERISA Affiliate thereof of any steps to terminate any such Loan DocumentBenefit Plan, or (f) the receipt of notice by the Borrower or any ERISA Affiliate thereof that any Multiemployer Benefit Plan is in reorganization or is insolvent and, in the case of any event described in clauses (a) through (f) above, such occurrence, individually or together with all other such occurrences, subjects the Borrower and/or any ERISA Affiliates thereof to liability in excess of $25,000,000 in the aggregate.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 (a) Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, pursuant to any Credit ExtensionLoan Document, or any certificate certificate, financial statement or information schedule delivered to the Lenders or the Administrative Agent in connection with this Agreement or any other Loan Document Document, shall be incorrect materially false on the date as of which made, in the case of any such representation or untrue warranty, or the date as of which the facts therein set forth are stated or certified, in the case of any material respect when made such certificate, financial statement or deemed madeschedule. 7.2 (b) Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) due or nonpayment of interest upon any Loan or of any facility fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 (c) The breach by the Borrower Company of any of the terms or provisions of Section 6.26.1(d), 6.3 Section 6.2(a) (provided that such Default shall be deemed automatically cured or waived upon as to the delivery of such notice or the cure or waiver corporate existence of the related Unmatured Default or Default, as applicableCompany), 6.4 or Sections 6.9 through 6.16 (with respect to the Borrower’s or any Material Subsidiary’s existenceinclusive), 6.10, 6.12, 6.13 or 6.14. 7.4 (d) The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice is thereof has been given to the Borrower Company by the Administrative Agent or at the request of any Lender. (e) Failure by the Company or any Subsidiary to (i) Failure of pay any Debt (other than the Borrower or any of its Material Subsidiaries to pay Loans) when due (after or interest thereon and such failure shall continue for more than any applicable period of grace period) any Material Indebtedness; with respect thereto, or (ii) observe or perform any term, covenant or agreement contained in any agreement or instrument (other than this Agreement or any other Loan Document) by which it is bound evidencing or securing or relating to any Debt, if the effect thereof is to permit (or, with the giving of notice or lapse of time or both, would permit) the holder or holders thereof or of any obligations issued thereunder or a trustee or trustees acting on behalf of such holder or holders to cause acceleration of the maturity thereof or of any such obligation; provided that the aggregate amount of Debt with respect to which any such event or condition shall have occurred shall equal or exceed $100,000,000 (or the equivalent thereof in currencies other than Dollars). (f) The Company, any other Borrower or any Material Subsidiary shall default (after commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the expiration appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any applicable grace period) in the observance substantial part of its property, or performance of any covenant or agreement relating shall consent to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable relief or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment appointment of or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction taking possession by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; official in an involuntary case or (iii) the Borrower or any of its Material Subsidiaries shall not payother proceeding commenced against it, or admit in writing its inability shall make a general assignment for the benefit of creditors, or shall fail generally to pay, pay its debts generally as they become due, or shall take any corporate action to authorize any of the foregoing. 7.6 The (g) An involuntary case or other proceeding shall be commenced against the Company, any other Borrower or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its Material Subsidiaries property, and such involuntary case or other proceeding shall (i) have remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered with respect to it against the Company, any other Borrower or any Material Subsidiary under the Federal federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower (h) The Company or any of its Material SubsidiariesSubsidiaries shall fail within 30 days to pay, a receiver, trustee, examiner, liquidator bond or similar official shall be appointed for the Borrower otherwise discharge one or any of its Material Subsidiaries more (i) final judgments or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order orders for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could Materiality Threshold in the aggregate aggregate, or (ii) nonmonetary final judgments or orders which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect liability in excess of the Materiality Threshold, which judgment(s), in any such case, is/are not stayed on appeal or any Reportable Event shall occur otherwise being appropriately contested in connection with any Plan that could reasonably be expected to have a Material Adverse Effectgood faith. 7.10 Any Change in Control shall occur. 7.11 (i) The Borrower Company or any other member of the Controlled Group shall fail to pay when due any amount or amounts aggregating in excess of the Materiality Threshold which it shall have been notified by become liable to pay to the sponsor of PBGC or to a Multiemployer Plan that it has incurred, pursuant to Section 4201 under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of the Materiality Threshold shall be filed under Title IV of ERISA by any member of the Controlled Group, withdrawal liability any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to such Multiemployer Plan in an amount which, when aggregated with all other amounts required terminate or to cause a trustee to be paid appointed to Multiemployer administer any Plan or Plans having aggregate Unfunded Vested Liabilities in excess of the Materiality Threshold or a proceeding shall be instituted by the Borrower or a fiduciary of any other Plan against any member of the Controlled Group as withdrawal liability (determined as to enforce Section 515 of ERISA with respect to any amount or amounts aggregating in excess of the date Materiality Threshold and such proceeding shall not have been dismissed within 30 days thereafter; or a condition shall exist by reason of such notificationwhich the PBGC would be entitled to obtain a decree adjudicating that any Plan or Plans having aggregated Unfunded Vested Liabilities in excess of the Materiality Threshold must be terminated. (j) Any Change in Control shall occur. (k) The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), could reasonably be expected to result in a Material Adverse Effectwhich default or breach continues beyond any period of grace therein provided. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 (l) Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect (other than in accordance with its terms) as against the Company or any other Borrower or any action shall be taken by the Company or any other Borrower to discontinue or to assert the invalidity or unenforceability of any Loan Document as against the Company or any other Borrower, or the Company or any other Borrower shall deny that it has any further liability under any Loan Document to which it is a party, or shall give notice to such effect, unless such liability has terminated in accordance with the terms of such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, any Loan, any Facility Letter of Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made. 7.2 7.2. Nonpayment of (ia) any principal of any Loan Note or any Reimbursement Obligation when due, or (iib) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any commitment fee or other fee or obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured Section 6.3(a) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Sections 6.10 through 6.24. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay any Indebtedness aggregating in excess of $25,000,000 when due (after any applicable grace period) any Material Indebtednessdue; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating or agreements under which any such Indebtedness was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any 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 Material such Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) thirty consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within thirty days to pay, bond or otherwise discharge any judgments or orders for the payment of money an aggregate amount in excess of $100,000,000 (net of any amounts paid or 15,000,000, which is not covered by independent third party undisputed insurance or stayed on appeal or otherwise being appropriately contested in good faith and as to which the relevant insurance company does not dispute coverage) no enforcement actions have been commenced. 7.10. Any Change in Control shall occur. 7.11. The Subsidiary Guaranty shall fail to remain in full force or effect or any action shall be rendered against taken to discontinue or to assert the Borrower invalidity or unenforceability of the Subsidiary Guaranty, or any Material Guarantor shall fail to comply with any of the terms or provisions of the Subsidiary and Guaranty, or any Guarantor denies that it has any further liability under the Subsidiary Guaranty, or gives notice to such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) dayseffect. 7.9 7.12. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate an amount which could reasonably be expected to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 7.13. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion the aggregate annual contributions of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower and the other members of the Controlled Group (taken as a whole) to assert all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the invalidity amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or unenforceability of any such Loan Documenttermination occurs by an amount exceeding $15,000,000.

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date made or deemed madeconfirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrower. 7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) Business Days after the same becomes days of when due, or (iii) interest upon any Loan or of any fee other obligation under any of the Loan Documents within five (5) Business Days days after written notice (which may include the invoice therefor) from Administrative Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 The breach by the Borrower of any of the terms or provisions of covenants set forth in Section 6.2, 6.3 6.19 (other than as provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicablein Section 6.19(d), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 7.5 Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (after any 15) days (or such greater applicable grace periodperiod as is provided in the applicable Material Indebtedness Agreement) any Material Indebtednessof the date when due; (ii) or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Subsidiary shall default (after the expiration Indebtedness) of any applicable grace period) material term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other court order Property of the Borrower and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amounts paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverageinsurance), or (ii) shall be rendered against the Borrower nonmonetary judgments or any Material Subsidiary and such judgment orders which, individually or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could aggregate, would reasonably be expected to have a Material Adverse Effect. 7.10 Any Change , which judgment(s), in Control shall occur. 7.11 The Borrower any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any other member action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Guarantor to enforce any such judgment. (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) of the Controlled Group as withdrawal liability Code or Section 302(c) of ERISA or Title IV of ERISA, or (determined as b) an ERISA Event shall have occurred that, in the opinion of the date of such notification)Required Lenders, could when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. 7.11 Any Change in Control shall occur. 7.12 The Borrower occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that such Multiemployer Plan is being terminatedany Loan Document (other than this Agreement), within the meaning which default or breach continues beyond any period of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectgrace therein provided. 7.13 Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days one day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower Company of any of the terms or provisions of Section 6.2Sections 6.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.9, 6.10, 6.126.14, 6.13 6.16, or 6.146.17. 7.4 7.4. The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the Borrower Company or any of its Material Significant Subsidiaries to pay when due (after any principal, interest or other amounts, subject to any applicable grace period) any Material Indebtedness; (ii) , or the Borrower default by the Company or any Material Subsidiary shall default (after of its Significant Subsidiaries in the expiration performance beyond the applicable grace period with respect thereto, if any, of any applicable grace period) term, provision or condition contained in the observance Five Year Credit Agreement or performance any agreement or agreements under which any Indebtedness in excess of 2% of Adjusted Tangible Net Worth was created or is governed, or any covenant other event shall occur or agreement relating condition exist, the effect of which default or event 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 Material such Indebtedness and as a result thereof such Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Company or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower Company or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower Company or any of its Material Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any of its Material Significant Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Company or any of its Material Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Company and its Subsidiaries which, when taken together with all other court order Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Company or any of its Significant Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in (not covered by insurance)in excess of $100,000,000 2% of Adjusted Tangible Net Worth (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in either such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 7.10. Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $75,000,000 which it shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant become liable to Section 4201 pay under Title IV of ERISA, withdrawal liability ; or notice of intent to such Multiemployer terminate a Single Employer Plan with Unfunded Liabilities in an amount which, when aggregated with all other amounts required to excess of $20,000,000 (a "Material Plan") shall be paid to Multiemployer Plans filed under Section 4041(c) of ERISA by the Borrower or any other member of the Controlled Group as withdrawal Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (determined as other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the date of such notification)PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, could reasonably be expected to result in or a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminateddefault, within the meaning of Title IV Section 4219(c)(5) of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.with respect

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) due or in the payment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) . 7.2. The Borrower shall default in the payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable. 7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on any of its other Indebtedness having a principal amount of $25,000,000 or more; or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (ivwith the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity. 7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect. 7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15 hereof. 7.6. The Borrower shall default in the performance of any of its other obligation or liability under obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due. 7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent). (i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due. 7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing. 7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code. 7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 25,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and such judgment or order shall continue without being vacatednot, discharged, satisfied or stayed or bonded pending appeal for a within said period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. 7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan: (i) the institution of any steps by the Borrower, any member of its Controlled Group or any Reportable Event shall occur in connection with other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any Plan that such member could be required to make a contribution to such Pension Plan, or could reasonably be expected expect to have incur a Material Adverse Effectliability or obligation to such Pension Plan, in excess of $40,000,000; or (ii) the complete or partial withdrawal from any Pension Plan by the Borrower or any member of its Controlled Group if, as a result of such withdrawal, the Borrower or any such member could incur any liability by such Pension Plan in excess of $40,000,000; or (iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. 7.10 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect. 7.13. A Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit ExtensionAdvance, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.9, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan or any L/C Obligation when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Loan, L/C Obligation or of any commitment fee or other Obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 Sections 6.1 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.7, 6.9(v)(a), 6.10, 6.11, 6.12, 6.13 or 6.146.15. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (a) To the extent not waived, or if applicable, cured, (i) Failure the failure of the Borrower or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $10,000,000 (after any applicable grace period) any “Material Indebtedness”); (ii) the default by the Borrower or any Material Significant Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace periodterm, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event 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 (iii) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any Significant Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iiib) the Borrower or any of its Material Significant Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiariesthe applicable Significant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Significant Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries such Significant Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety thirty (9030) consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of Property of the Borrower and its Significant Subsidiaries which, when taken together with all other court order Property of the Borrower and its Significant Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any Significant Subsidiary shall fail within sixty (60) days to pay, bond or otherwise discharge in accordance with its terms one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could the aggregate, would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Change Except as disclosed in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredDisclosure Documents, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any ERISA Affiliate incurs any liability to the PBGC (other member than liability for premium payments which are paid when due) or a Benefit Plan pursuant to Title IV of ERISA or the Controlled Group as Borrower or any ERISA Affiliate incurs any withdrawal liability pursuant to Title IV of ERISA with respect to a Benefit Plan or Multiemployer Benefit Plan (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) or nonpayment of any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or any Material Indebtedness of the Borrower or any of its Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith in a timely manner any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) 65,000,000 shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $65,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased, in the aggregate, over the amounts contributed to result such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $65,000,000. 7.13 Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) due or in the payment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) . 7.2. The Borrower shall default in the payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable. 7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on (i) Indebtedness under the U.S. Bank Facility or (ivii) other Indebtedness with an aggregate principal amount (for all affected Indebtedness described in this clause (ii)) of $50,000,000 or more if, in the case of both clause (i) and clause (ii), the effect of such default is to accelerate, or permit the acceleration of, such Indebtedness; or any event specified in any note, agreement, indenture or other obligation document evidencing or liability relating to Indebtedness described in clause (i) or to Indebtedness with an aggregate principal amount of $50,000,000 or more described in clause (ii) above shall occur if the effect of such event is to cause, or permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity. 7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect. 7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15. 7.6. The Borrower shall default in the performance of any of its other obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due. 7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent). (i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due. 7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing. 7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code. 7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 50,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and shall not, within such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. 7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan: (i) the institution of any steps by the Borrower, any ERISA Affiliate or any Reportable Event shall occur in connection with any other Person to terminate a Pension Plan that could reasonably be expected to have if, as a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The result of such termination, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of ERISA Affiliate could be required to make a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability contribution to such Multiemployer Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $50,000,000; or (ii) the complete or partial withdrawal from any Pension Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member ERISA Affiliate if, as a result of such withdrawal, the Borrower or any ERISA Affiliate could incur any liability by such Pension Plan in excess of $50,000,000; or (iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or (iv) an ERISA Event shall have occurred that, in the opinion of the Controlled Group as withdrawal liability (determined as of the date of such notification)Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect. 7.12 The 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect. 7.13. A Change in Control shall occur. 7.14. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect; or the Borrower or any other member Person contests in writing the validity or enforceability of the Controlled Group shall have been notified by the sponsor any provision of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement any Loan Document; or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower denies in writing that it has any or further liability or obligation under any Loan Document, or purports in writing to assert the invalidity revoke, terminate or unenforceability of rescind any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s 's or any Material Subsidiary’s 's existence), 6.10, 6.12, 6.13 or 6.14. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (v) take any formal corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 7.8. A judgment or other court order for the payment of money in excess of $100,000,000 65,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 7.9. The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 7.10. Any Change in Control shall occur. 7.11 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $75,000,000. 7.12 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased, in the aggregate, over the amounts contributed to result such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $75,000,000. 7.13 7.13. Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2Sections 6.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.4(a), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.19. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days Business Days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment adjustment, rehabilitation or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay (or make arrangements to pay), bond or otherwise discharge one or more judgments which are not stayed on appeal or otherwise being appropriately contested in good faith and which are (a) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (b) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $1,000,000 or any Reportable Event shall occur in connection with any Plan. 7.11 Any Change in Control shall occur. 7.11 The Borrower 7.12 Any material License of RLIC or MHIC (a) shall be revoked by the Governmental Authority which issued a material License, or any other member of the Controlled Group action (administrative or judicial) to revoke a material License shall have been notified commenced against RLIC or MHIC and shall not have been dismissed within 180 days after the commencement thereof, (b) shall be suspended by such Governmental Authority for a period in excess of thirty (30) days or (c) shall not be reissued or renewed by such Governmental Authority upon the sponsor expiration thereof following application for such reissuance or renewal by RLIC or MHIC, as applicable. 7.13 The Insurance Subsidiaries shall be the subject of one or more final non-appealable orders imposing a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan fine in an amount which, when aggregated with all in excess of $10,000,000 in any single instance or other amounts required to be paid to Multiemployer Plans by such orders imposing fines in excess of $35,000,000 in the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of aggregate after the date of this Agreement by or at the request of one or more state insurance regulatory agencies as a result of the violation by such notification)Insurance Subsidiaries of such states’ applicable insurance laws or the regulations promulgated in connection therewith. 7.14 Any Insurance Subsidiary shall become subject to any conservation, rehabilitation or liquidation order, directive or mandate issued by any Governmental Authority or any Insurance Subsidiary shall become subject to any other directive or mandate issued by any Governmental Authority which could reasonably be expected to result in have a Material Adverse EffectEffect and which is not stayed within ten (10) days. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a “Default”: 7.1 7.1.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.1.2. Nonpayment of (i) principal of any Loan or any reimbursement obligation in respect of any LC Disbursement or any cash collateral amount due pursuant to Section 2.23.10 when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.1.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured 6.3(i) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.22. 7.4 7.1.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.1.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.1.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.1.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.1.7. 7.7 7.1.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, custodian, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.7.1.6

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of Borrower, Guarantor or any of its Subsidiaries to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, any other Loan Document or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan or reimbursement obligation in respect of any Letter of Credit when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any facility fee, Letter of Credit fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower or Guarantor of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.3, 6.10, 6.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.16, 6.17 or 6.146.18. 7.4 7.4. The breach by the Borrower or Guarantor (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lenderdays. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries or Guarantor to pay when due (after any applicable grace periodwhether at stated maturity, on the date fixed for prepayment, by acceleration or otherwise) any Indebtedness aggregating in excess of $50,000,000 (“Material Indebtedness”); (ii) or the default by Borrower or any Material Subsidiary shall default of its Subsidiaries or Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of Borrower or any of its Subsidiaries or Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries or Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The 7.6. Borrower or any of its Material Subsidiaries or Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or other organizational action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, or Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries or Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of Borrower and its Subsidiaries or Guarantor which, when taken together with all other Property of Borrower and its Subsidiaries or Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. Borrower or any of its Subsidiaries or any Guarantor shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 50,000,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could in the aggregate shall have a Material Adverse Effect or be reasonably be expected likely to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 The 7.11. Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could shall have a Material Adverse Effect or be reasonably be expected likely to result in have a Material Adverse Effect. 7.12 The 7.12. Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if such reorganization or termination could shall have a Material Adverse Effect or be reasonably be expected likely to result in have a Material Adverse Effect. 7.13 Any material portion of this Agreement 7.13. Borrower or any Note of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), has a Material Adverse Effect. 7.14. Any Change in Control shall occur. 7.15. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16. The obligations of Guarantor under Article XIII hereof shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any of such Loan Documentobligations, or Guarantor shall deny that it has any further liability under such Article XIII, or shall give notice to such effect.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 6.10 (with respect to the Borrower’s or any Material Subsidiary’s existenceBorrower and its Significant Subsidiaries only), 6.106.11, 6.12, 6.13 6.13, 6.15, 6.16 or 6.146.17. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after the earlier of (a) the Borrower becoming aware of such breach and (b) receipt by the Borrower of written notice is given to from the Borrower by the Administrative Agent or any Lender. ; provided that if such breach is capable of cure but (i) cannot be cured by payment of money and (ii) cannot be cured by diligent efforts within such 30-day period, but such diligent efforts shall be properly commenced within such 30-day period and the Borrower is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional 90 days, but in no event beyond the Facility Termination Date or (if the Borrower has elected the Term-Out Option) the Maturity Date. 7.5 Failure of the Borrower or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Significant Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event 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 and as a result thereof such Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge (i) any judgment or other court order for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate with other such judgments) or (ii) any non-monetary final judgment that has, or could reasonably be expected to result in have, a Material Adverse Effect Effect, in either case which is not stayed on appeal or any otherwise being appropriately contested in good faith. 7.10 A Change of Control shall occur. 7.11 A Reportable Event shall occur in connection have occurred with any respect to a Plan that which could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group Effect and, 30 days after notice thereof shall have been notified given to the Borrower by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Administrative Agent or any other member of the Controlled Group as withdrawal liability (determined as of the date of Lender, such notification), could reasonably be expected to result in a Material Adverse EffectReportable Event shall still exist. 7.12 The Borrower Any authorization or approval or other action by any other member of governmental authority or regulatory body required for the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminatedexecution, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion delivery or performance of this Agreement or any Note other Loan Document by the Borrower shall fail to remain have been obtained or be terminated, revoked or rescinded or shall otherwise no longer be in full force or effect or any action and effect, and such occurrence shall be taken by (i) adversely affect the enforceability of the Loan Documents against the Borrower and (ii) to assert the invalidity extent that such occurrence can be cured, shall continue for five days. 7.13 The Borrower shall fail to own, directly or unenforceability indirectly, all of the outstanding stock of KCPL which, in the absence of any such Loan Documentcontingency, has the right to vote in an election of directors of KCPL.

Defaults. The occurrence of any one or more of the following events shall constitute a “Default” hereunder: 7.1 Any (a) any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Borrower Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.; 7.2 Nonpayment of (b) (i) principal nonpayment, when due (whether upon demand or otherwise), of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee principal owing under any of the Loan Documents and (ii) nonpayment, within five (5) Business Days 2 days after the same becomes due it is due, of any interest, fee, Reimbursement Obligation or (iv) any other obligation or liability owing under this Agreement or any other of the Loan Document within thirty Documents; (30c) days after the same becomes due. 7.3 The breach by the Borrower any Loan Party of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(a), 6.4 6.13, 6.14, 6.16 through 6.34; (with respect to d) the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower any Loan Party (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of (i) Section 6.3 (other than Section 6.3(a)) or 6.4 through 6.15 of this Agreement which is not remedied within thirty (30) 10 days after the earlier of such breach or written notice from the Agent or any Lender or (ii) any other Section of this Agreement which is given to not remedied within 20 days after the Borrower by earlier of such breach or written notice from the Agent or any Lender.; (ie) Failure failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as or a result thereof default, breach or other event occurs under any term, provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.; 7.6 The Borrower or (f) any of its Material Subsidiaries Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this subsection (f) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.subsection (g) below; 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Loan Party or any portion of its Material Subsidiaries or any Property which constitutes a Substantial Portion of its PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) sixty consecutive days.; 7.8 A judgment (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion; (i) any loss, theft, damage or destruction of any item or items of Collateral or other court order property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance; (j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect., which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; 7.10 Any (k) any Change in Control shall occur.; 7.11 The Borrower (l) an ERISA Event shall have occurred which, together with all such other ERISA Events that have occurred, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (m) any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by any Loan Party or any other member Person of any Materials of Environmental Concern into the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredenvironment, pursuant to Section 4201 of ERISAor (ii) violate any Environmental Law, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by in the Borrower case of an event described in clause (i) or any other member of the Controlled Group as withdrawal liability clause (determined as of the date of such notificationii), could reasonably be expected to result in have a Material Adverse Effect.; 7.12 The Borrower (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided; (o) the sponsor Guaranty or the partnership agreement of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note Parent shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect; (p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan DocumentDocuments has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); (r) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; or (s) the Borrower, PHI or any of their respective Subsidiaries shall fail to pay when due any Operating Lease Obligation in excess of $750,000.

Defaults. The occurrence of any one or more of the following events shall constitute a "Default" hereunder: 7.1 (a) Any Borrower shall fail to pay, when due, any principal, interest or any other sum payable hereunder, under either Replacement Note, any Debenture, any other Settlement Document or any Surviving Document (whether upon maturity thereof, upon any installment payment date, upon any mandatory prepayment date, upon acceleration or otherwise). (b) Any representation or warranty of any Borrower made or deemed made by or on behalf of the Borrower under herein or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Settlement Document shall be prove to have been incorrect or untrue in any material respect when on or as of the date made or deemed to have been made. 7.2 Nonpayment (c) Any Borrower shall fail to observe, satisfy or perform any other term, covenant or agreement contained in this Agreement, in any other Settlement Documents or in any Surviving Document, and such failure shall continue unremedied for any grace period applicable thereto. (d) Any Borrower shall default beyond any applicable grace period with respect to any indebtedness or contingent obligations owing by such Borrower to any Lender or any third party, including, without limitation, CIT, and involving an amount in any such case of $25,000 or more. (e) Any Operating Borrower (other than WEI) shall: (i) principal apply for or consent to the appointment of a receiver, trustee or liquidator of such Borrower or any Loan when due, of such Borrower's property or assets; (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes duebe unable, or admit in writing such Borrower's inability, generally to pay such Borrower's debts as they mature; (iii) interest upon any Loan or make a general assignment for the benefit of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or creditors; (iv) file a voluntary petition of bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or take advantage of any other obligation law or liability statute pertaining to bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation, or similar statute analogous in purpose and effect or (v) any action shall be commenced seeking an order for relief against any Operating Borrower, or seeking reorganization, arrangement or composition of such Borrower or such Borrower's debts under this Agreement any law or statute pertaining to bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation, or similar statute analogous in purpose and effect. (f) The issuance of any other Loan Document attachment or garnishment against any Borrower as the debtor, which is not discharged within thirty (30) days after the same becomes duethereafter. 7.3 The breach by the Borrower (g) One or more judgments or decrees in excess of $50,000 in any of the terms or provisions of Section 6.2, 6.3 (provided that such Default case shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or entered against any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Operating Borrower (other than a breach which constitutes a Default under another Section of this Article VIIWEI) of any of the terms and shall not have been vacated, discharged, stayed or provisions of this Agreement which is not remedied bonded pending appeal within thirty (30) days after written notice is given to from the Borrower by the Agent or any Lenderentry thereof. (ih) Failure of the Any Borrower shall revoke or attempt to revoke any Settlement Document or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Surviving Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) two Business Days after the same becomes due, (iii) nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, nonpayment of interest upon any Loan within five Business Days after the same becomes due, or nonpayment of any fee facility fee, utilization fees, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes Borrower’s receipt of the applicable invoice (or, if invoiced before the due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days date, after the same becomes due). 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.3, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.16, 6.17 or 6.146.18. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) or any Guarantor of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness or Rate Management Obligation aggregating in excess of $15,000,000 (after any applicable grace period) any “Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 15,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgment(s), in any such case, is/are not stayed on appeal or any Reportable otherwise being appropriately contested in good faith. 7.10. An ERISA Event shall occur have occurred that, in connection the opinion of the Required Lenders, when taken together with any Plan all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant become subject to Section 4201 the required payment of ERISA, a withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, or is in endangered or critical status within the meaning of Section 305 of ERISA, if as a result of such termination reorganization, termination, endangered status or critical status, the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated, or in endangered or critical status have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization, termination, endangered status or critical status occurs by an amount which could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement 7.13. The Borrower or any Note of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.14. Any Change in Control shall occur. 7.15. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16. Any Guaranty required hereunder shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor required to be a party to a Guaranty shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any such Loan DocumentGuarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect. 7.17. The representations and warranties set forth in Section 5.15 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) due or in the payment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) . 7.2. The Borrower shall default in the payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable. 7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on Indebtedness with an aggregate principal amount of $50,000,000 or more if the effect of such default is to accelerate, or permit the acceleration of, such Indebtedness; or any event specified in any note, agreement, indenture or other document evidencing or relating to Indebtedness with an aggregate principal amount of $50,000,000 or more shall occur if the effect of such event is to cause, or permit the holder or holders of such Indebtedness (ivor a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity. 7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect. 7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15. 7.6. The Borrower shall default in the performance of any of its other obligation or liability under obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due. 7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent). (i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due. 7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing. 7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code. 7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 50,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and shall not, within such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. 7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan: (i) the institution of any steps by the Borrower, any ERISA Affiliate or any Reportable Event shall occur in connection with any other Person to terminate a Pension Plan that could reasonably be expected to have if, as a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The result of such termination, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of ERISA Affiliate could be required to make a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability contribution to such Multiemployer Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $50,000,000; or (ii) the complete or partial withdrawal from any Pension Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member ERISA Affiliate if, as a result of such withdrawal, the Borrower or any ERISA Affiliate could incur any liability by such Pension Plan in excess of $50,000,000; or (iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or (iv) an ERISA Event shall have occurred that, in the opinion of the Controlled Group as withdrawal liability (determined as of the date of such notification)Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect. 7.12 The 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect. 7.13. A Change in Control shall occur. 7.14. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect; or the Borrower or any other member Person contests in writing the validity or enforceability of the Controlled Group shall have been notified by the sponsor any provision of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement any Loan Document; or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower denies in writing that it has any or further liability or obligation under any Loan Document, or purports in writing to assert the invalidity revoke, terminate or unenforceability of rescind any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 8.1 Any representation or warranty made or deemed made by or on behalf of any Loan Party to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made. 7.2 Nonpayment of 8.2 (i) Nonpayment of principal of any Loan when due, or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) nonpayment of interest upon any Loan or of any fee or other Obligations under any of the Loan Documents within five days after notice (5which notice may include a billing statement therefor) Business Days after that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 8.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower Loan Party (other than a breach which constitutes a Default under another Section of this Article VIIVIII) of any of the terms or provisions of this Agreement or any of the other Loan Documents which is not remedied cured within thirty (30) days after written notice is thereof given in accordance with Section 14.1 or after the date on which any Senior Executive becomes aware of the occurrence thereof, whichever first occurs (such grace period to be applicable only in the Borrower event such breach can be cured by corrective action of the Loan Parties as determined by the Administrative Agent or any Lenderin its sole discretion). (i) 8.4 Failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due any Indebtedness (after other than Permitted Nonrecourse Indebtedness) aggregating in excess of $10,000,000 (“Material Indebtedness”); or the default by any Loan Party in the performance (beyond the applicable grace periodperiod with respect thereto, if any) of any term, provision or condition contained in any agreement or agreements under which any such Material IndebtednessIndebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event 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; (ii) the Borrower or any Material Subsidiary shall default (after the expiration Indebtedness of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries 8.5 Any Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 8.5 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.6. 7.7 8.6 Without the application, approval or consent of the Borrower or any of its Material Subsidiariesa Loan Party, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Loan Party or any Substantial Portion of its Propertythe Property of the Loan Parties, or a proceeding described in Section 7.6(iv8.5(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 8.7 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other court order Property of the Loan Parties so condemned, seized, appropriated, or taken custody or control of, during the period of four consecutive fiscal quarters ending with the quarter in which any such action occurs, constitutes a Substantial Portion. 8.8 The Loan Parties shall fail within 30 days to pay, bond or otherwise discharge any one or more judgments or orders for the payment of money (other than in respect of Permitted Nonrecourse Indebtedness) in excess of $100,000,000 (net of any amounts paid 10,000,000 in the aggregate, which are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 8.9 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $10,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 8.10 The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan or Multiple Employer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans or Multiple Employer Plan by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $10,000,000 or requires payments exceeding $5,000,000 per annum. 7.12 8.11 The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans and Multiple Employer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans and Multiple Employer Plans for the respective plan years of each such Multiemployer Plan and Multiple Employer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $10,000,000. 8.12 Any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release of any Regulated Substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii) or all such events in the aggregate, could reasonably be expected to result in have a Material Adverse Effect. 7.13 8.13 Any material portion of this Agreement or any Note Change in Control shall fail to remain in full force or effect or any occur. Any action shall be taken by the Borrower a Loan Party to discontinue or to assert the invalidity or unenforceability of any Guaranty Agreement, or any Guarantor shall deny that it has any further liability under any Guaranty Agreement to which it is a party, or shall give notice to such effect. 8.14 Any Loan DocumentDocument shall fail to remain in full force and effect unless released by the Lenders. 8.15 The representations and warranties set forth in Section 6.14.1 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct. The Borrower may cure any Default (other than any failure to pay the Obligations) that relates exclusively to a Designated Guarantor by Conversion of such Designated Guarantor to a Non-Loan Party, to the extent permitted by and subject to and in accordance with the provisions of Section 10.13, provided that such Conversion is completed (except as otherwise provided in Section 10.13(b)) not later than thirty (30) days after the first to occur of (a) such Default or (b) the day that a Senior Executive of the Company first learned of the Unmatured Default that, with the lapse of time or giving of notice, or both, has ripened or may ripen into such Default.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 (a) Any representation or warranty made (or deemed made pursuant to Section 4.2) by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate report, certificate, financial statement or other information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue misleading in any material respect when so made, deemed made or deemed madedelivered. 7.2 (b) Nonpayment of (i) principal of any Loan when due, (ii) ; or nonpayment of any Reimbursement Obligation within five one (51) Business Days Day after the same becomes due; or nonpayment of interest on any Loan, (iii) interest upon any Loan or of any fee payable by the Borrower hereunder or any other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 (c) The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 6.3(i) (provided that and (i) in the case of failure to deliver notice of a Default arising under Section 7(d), five (5) days shall have elapsed after an Authorized Officer obtained knowledge of such Default and (ii) in the case of failure to deliver notice of a Default arising under Section 7(e), twenty (20) days shall be deemed automatically cured or waived upon the delivery have elapsed after an Authorized Officer obtained knowledge of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.11, 6.12, 6.13 or 6.146.16(b). 7.4 (d) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of Section 6.9 or 6.14 which is not remedied within five (5) days after written notice from the Administrative Agent or any Lender. (e) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 7) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice is given to from the Borrower by the Administrative Agent or any Lender; or any default by the Borrower shall occur with respect to any payment obligations under any Rate Management Agreement that is not remedied by the later of (i) the expiration of any cure period provided in such Rate Management Agreement and (ii) three (3) Business Days after the same shall become due and payable. (if) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after the expiration of any applicable grace cure period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant other term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event 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 and as of the Borrower or any of its Subsidiaries shall, after the occurrence of a result thereof such Material Indebtedness shall default thereunder, be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or mandatory prepayment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 (g) The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effectany Debtor Relief Law, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating Debtor Relief Law or fail to bankruptcyfile an answer or other pleading denying the material allegations of any such proceeding filed against it, insolvency (v) take any corporate or reorganization partnership action to authorize or relief effect any of debtors, the foregoing actions set forth in this Section 7(g) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77(h). 7.7 (h) Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7(g) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment (i) Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each, a “Condemnation”), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion and such event would reasonably be expected to constitute a Material Adverse Effect; provided that the term “Condemnation” shall not include any voluntary transfer by the Borrower or any of its Subsidiaries of its electric transmission line facilities, or any interest therein, to a regional independent grid operator. (j) The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 (k) Any Change in Control ERISA Event shall occur. 7.11 The Borrower occur with respect to any Plan or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount whichthat, when aggregated taken together with all other amounts required to be paid to Multiemployer Plans by the Borrower ERISA Events that have occurred, has or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 (l) The Borrower or any other member of its Subsidiaries shall (i) be the Controlled Group shall have been notified subject of any proceeding or investigation pertaining to the release by the sponsor Borrower, any of a Multiemployer Plan that such Multiemployer Plan is being terminatedits Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, within or (ii) violate any Environmental Law, which, in the meaning case of Title IV of ERISAan event described in clause (i) or clause (ii), if such termination could reasonably be expected to result in have a Material Adverse Effect. 7.13 (m) Any material portion Change in Control shall occur. (n) The Parent shall cease to own, free and clear of this Agreement all Liens, 100% of the outstanding shares of voting stock of the Borrower. (o) Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or any Note shall fail thereunder or satisfaction in full of all the Obligations, ceases to remain be in full force or and effect or any action shall be taken (provided that the cessation of the effect of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower to assert contests in any manner the validity or enforceability of any provision of any Loan Document (provided that the invalidity or unenforceability of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower denies that it has any such or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a “Default” hereunder: 7.1 Any (a) any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Borrower Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.; 7.2 Nonpayment of (b) (i) principal nonpayment, when due (whether upon demand or otherwise), of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee principal owing under any of the Loan Documents and (ii) nonpayment, within five (5) Business Days 2 days after the same becomes due it is due, of any interest, fee, Reimbursement Obligation or (iv) any other obligation or liability owing under this Agreement or any other of the Loan Document within thirty Documents; (30c) days after the same becomes due. 7.3 The breach by the Borrower any Loan Party of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(a), 6.4 6.13, 6.14, 6.16 through 6.34; (with respect to d) the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower any Loan Party (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of (i) Section 6.3 (other than Section 6.3(a)) or 6.4 through 6.15 of this Agreement which is not remedied within thirty (30) 10 days after the earlier of such breach or written notice from the Agent or any Lender or (ii) any other Section of this Agreement which is given to not remedied within 20 days after the Borrower by earlier of such breach or written notice from the Agent or any Lender.; (ie) Failure failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as or a result thereof default, breach or other event occurs under any term, provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.; 7.6 The Borrower or (f) any of its Material Subsidiaries Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this subsection (f) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.subsection (g) below; 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Loan Party or any portion of its Material Subsidiaries or any Property which constitutes a Substantial Portion of its PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) sixty consecutive days.; 7.8 A judgment (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion; (i) any loss, theft, damage or destruction of any item or items of Collateral or other court order property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance; (j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect., which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; 7.10 Any (k) any Change in Control shall occur.; 7.11 The Borrower (l) an ERISA Event shall have occurred which, together with all such other ERISA Events that have occurred, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (m) any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by any Loan Party or any other member Person of any toxic or hazardous waste or substance into the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredenvironment, pursuant to Section 4201 of ERISAor (ii) violate any Environmental Law, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by in the Borrower case of an event described in clause (i) or any other member of the Controlled Group as withdrawal liability clause (determined as of the date of such notificationii), could reasonably be expected to result in have a Material Adverse Effect.; 7.12 The Borrower (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided; (o) the sponsor Guaranty or the partnership agreement of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note Parent shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect; (p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan DocumentDocuments has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); (r) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; or (s) the Borrower or any of its Subsidiaries shall fail to pay when due any Operating Lease Obligation in excess of $750,000.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or 7.1. Nonpayment of any principal payment on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect Note when made or deemed madedue. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any fee Unused Fee or of any other payment obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2Article VI. 7.4. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, 6.3 (provided that such Default any Loan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be deemed automatically cured or waived upon materially false on the delivery date as of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14which made. 7.4 7.5. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2, 7.3 or 7.4) of any of the terms or provisions of this Agreement which is not remedied within thirty five (305) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.6. Failure of the Borrower or any of its Material Subsidiaries to pay when due any Recourse Indebtedness, regardless of amount, or any other Consolidated Outstanding Indebtedness (after any applicable grace periodother than Indebtedness hereunder and Indebtedness under Swap Contracts) any in excess of $50,000,000 in the aggregate (collectively, “Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or agreement relating to condition contained in any Material Indebtedness and as a result thereof agreement, or any other event shall occur or condition exist, which causes or permits any such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; thereof (provided that the foregoing failure to pay any such Material Indebtedness shall not apply constitute a Default so long as the Borrower or its Subsidiaries is diligently contesting the payment of the same by appropriate legal proceedings and the Borrower or its Subsidiaries have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome, and provided further that Material Indebtedness shall not include either (i) that portion of the Consolidated Outstanding Indebtedness due from IN Retail Fund Algonquin Commons, L.L.C., which is an Investment Affiliate, under loans made by Teachers Insurance and Annuity Association of America having current principal balances of approximately $72,300,000 and $19,600,000, respectively, which are secured by the Projects known as Algonquin Commons and The Exchange at Algonquin Commons, each located in Algonquin, Illinois (the “Algonquin Indebtedness”) or (ii) any mandatory prepayment Recourse Indebtedness of the Borrower or optional redemption another member of the Consolidated Group arising from Guarantee Obligations undertaken with respect to such Algonquin Indebtedness unless and until the fifth (5th) Business Day after the date on which the holders of the Algonquin Indebtedness institute judicial proceedings to collect such Recourse Indebtedness); or, under any Indebtedness Swap Contract, the occurrence of an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which would be required the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to be repaid which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in connection with either event, the consummation of a transaction Swap Termination Value owed by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower as a result thereof is greater than $10,000,000. 7.7. The Borrower, or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.7, (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.8 or (vii) admit in writing its inability to pay its debts generally as they become due. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 7.8. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Subsidiary or for any Substantial Portion of its Propertythe Property of the Borrower or such Subsidiary, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Borrower or any of its Material Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment 7.9. The Borrower or other court order any of its Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments, warrants, writs of attachment, execution or similar process or orders for the payment of money in excess an amount which, when added to all other judgments, warrants, writs, executions, processes or orders outstanding against Borrower or any Subsidiary would exceed $10,000,000 in the aggregate, which have not been stayed on appeal or otherwise appropriately contested in good faith; provided, however, that if a bond has been issued in favor of $100,000,000 (net the claimant or other Person obtaining such judgment, warrant, writ, execution, order or process, the issuer of any amounts paid such bond shall execute a waiver or covered by independent third party insurance as subordination agreement in form and substance satisfactory to the Administrative Agent pursuant to which the relevant insurance company does not dispute coverage) shall be rendered against issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysits Subsidiaries. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 7.10. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $1,000,000 or requires payments exceeding $500,000 per annum. 7.12 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $500,000. 7.13 Any material portion 7.12. Failure to remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in light of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken the nature of the problem if no specific time period is so established), environmental problems at Properties owned by the Borrower to assert the invalidity or unenforceability any of its Subsidiaries or Investment Affiliates. 7.13. The occurrence of any such “Default” as defined in any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided. 7.14. The attempted revocation, challenge, disavowment, or termination by the Borrower or Guarantors of any of the Loan Documents. 7.15. Any Change of Control shall occur. 7.16. Any Change in Management shall occur. 7.17. A federal tax lien shall be filed against Borrower or any of its Subsidiaries under Section 6323 of the Code or a lien of the PBGC shall be filed against Borrower or any of its Subsidiaries under Section 4068 of ERISA and in either case such lien shall remain undischarged (or otherwise unsatisfied) for a period of twenty-five (25) days after the date of filing.

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Designated Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date made or deemed madeconfirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Designated Agent to Borrower. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Commitment Fee or LC Fee within five (5) Business Days after days of written notice (which may include the same becomes due, invoice therefor) from Designated Agent or the applicable LC Issuer or Lender and (iii) interest upon ), or any Loan or of any fee other obligation under any of the Loan Documents within five (5) Business Days days after written notice (which may include the invoice therefor) from Designated Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 7.3. The breach by of the Borrower of Consolidated Tangible Net Worth Covenant, or any of the terms or provisions of covenants set forth in Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Designated Agent notifying the Borrower of any such breach. 7.5. Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (after any 15) days (or such greater applicable grace periodperiod as is provided in the applicable Material Indebtedness Agreement) any Material Indebtednessof the date when due; (ii) or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Subsidiary shall default (after the expiration Indebtedness) of any applicable grace period) material term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other court order Property of the Borrower and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 40,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could the aggregate, would reasonably be expected to have a Material Adverse Effect. 7.10 Any Change , which judgment(s), in Control shall occur. 7.11 The Borrower any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any other member action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Guarantor to enforce any such judgment. (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $10,000,000 pursuant to Section 430(k) of the Controlled Group as withdrawal liability Code or Section 302(c) of ERISA or Title IV of ERISA, or (determined as b) an ERISA Event shall have occurred that, in the opinion of the date of such notification)Required Lenders, could when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. 7.12 7.11. Any Change in Control shall occur. 7.12. The Borrower occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of any Loan Document (other than this Agreement or other than a breach which constitutes an Event of Default under another Section of this Article VII), which default or breach continues beyond (A) thirty (30) days after the earlier of (i) any Note Senior Officer becoming aware of any such breach and (ii) the Designated Agent notifying the Borrower of any such breach or, (B) if greater, any period of grace provided in such Loan Document. 7.13. Any Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Designated Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date made or deemed madeconfirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Designated Agent to Borrower. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Commitment Fee or LC Fee within five (5) Business Days after days of written notice (which may include the same becomes due, invoice therefor) from Designated Agent or the applicable LC Issuer or Lender and (iii) interest upon ), or any Loan or of any fee other obligation under any of the Loan Documents within five (5) Business Days days after written notice (which may include the invoice therefor) from Designated Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 7.3. The breach by of the Borrower of Consolidated Tangible Net Worth Covenant, or any of the terms or provisions of covenants set forth in Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Designated Agent notifying the Borrower of any such breach. 7.5. Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (after any 15) days (or such greater applicable grace periodperiod as is provided in the applicable Material Indebtedness Agreement) any Material Indebtednessof the date when due; (ii) or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Subsidiary shall default (after the expiration Indebtedness) of any applicable grace period) material term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other court order Property of the Borrower and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 40,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could the aggregate, would reasonably be expected to have a Material Adverse Effect. 7.10 Any Change , which judgment(s), in Control shall occur. 7.11 The Borrower any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any other member action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Guarantor to enforce any such judgment. 7.10. (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $10,000,000 pursuant to Section 430(k) of the Controlled Group as withdrawal liability Code or Section 302(c) of ERISA or Title IV of ERISA, or (determined as b) an ERISA Event shall have occurred that, in the opinion of the date of such notification)Required Lenders, could when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after . 7.2. The Borrower shall default in the same becomes due, (iii) payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable. 7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on any of its other Indebtedness having a principal amount of $25,000,000 or more; or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (ivwith the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity. 7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect. 7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15 hereof. 7.6. The Borrower shall default in the performance of any of its other obligation or liability under obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due. 7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent). (i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due. 7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it under the Federal bankruptcy laws as now appointment of, or hereafter in effectthe taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make an a general assignment for the benefit of its creditors, (iii) apply forcommence a voluntary case under the Bankruptcy Code, seek(iv) file a petition seeking to take advantage of any other law relating to bankruptcy, consent toinsolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce inin writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing. 7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code. 7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 25,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and such judgment or order shall continue without being vacatednot, discharged, satisfied or stayed or bonded pending appeal for a within said period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. 7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan: (i) the institution of any steps by the Borrower, any member of its Controlled Group or any Reportable Event shall occur in connection with other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any Plan that such member could be required to make a contribution to such Pension Plan, or could reasonably be expected expect to have incur a Material Adverse Effectliability or obligation to such Pension Plan, in excess of $40,000,000; or (ii) the complete or partial withdrawal from any Pension Plan by the Borrower or any member of its Controlled Group if, as a result of such withdrawal, the Borrower or any such member could incur any liability by such Pension Plan in excess of $40,000,000; or (iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. 7.10 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect. 7.13. A Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days one day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower Company of any of the terms or provisions of Section 6.2Sections 6.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.9, 6.10, 6.126.14, 6.13 6.16, or 6.146.17. 7.4 7.4. The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the Borrower Company or any of its Material Significant Subsidiaries to pay when due (after any principal, interest or other amounts, subject to any applicable grace period) any Material Indebtedness; (ii) , or the Borrower default by the Company or any Material Subsidiary shall default (after of its Significant Subsidiaries in the expiration performance beyond the applicable grace period with respect thereto, if any, of any applicable grace period) term, provision or condition contained in the observance Five Year Credit Agreement or performance any agreement or agreements under which any Indebtedness in excess of 2% of Adjusted Tangible Net Worth was created or is governed, or any covenant other event shall occur or agreement relating condition exist, the effect of which default or event 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 Material such Indebtedness and as a result thereof such Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Company or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower Company or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower Company or any of its Material Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any of its Material Significant Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Company or any of its Material Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid governmental agency shall condemn, seize or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower otherwise appropriate, or take custody or control of, all or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member portion of the Controlled Group shall have been notified by Property of the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount Company and its Subsidiaries which, when aggregated taken together with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Property of the Controlled Group as withdrawal liability (determined as of the date of such notification)Company and its Subsidiaries so condemned, could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower seized, appropriated, or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminatedtaken custody or control of, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.during the

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 8.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or the Guarantor to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 8.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within five (5) three Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 8.3 The breach by the Borrower or the Guarantor of any of the terms or provisions of Section 6.27.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default7.4, as applicable), 6.4 7.10 (with respect to the Borrower’s or any Material Subsidiary’s existence, the Guarantor and their respective Significant Subsidiaries only), 6.107.11, 6.127.12, 6.13 7.13, 7.14, 7.15 or 6.147.16. 7.4 8.4 The breach by the Borrower or the Guarantor (other than a breach which constitutes a Default under another Section of this Article VIIVIII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after the earlier of (a) the Borrower or the Guarantor becoming aware of such breach and (b) receipt by the Borrower or the Guarantor of written notice is given to from the Borrower by the Administrative Agent or any Lender. ; provided that if such breach is capable of cure but (i) cannot be cured by payment of money and (ii) cannot be cured by diligent efforts within such 30-day period, but such diligent efforts shall be properly commenced within such 30-day period and the Borrower or the Guarantor is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional 90 days, but in no event beyond the Facility Termination Date. 8.5 Failure of the Borrower Borrower, the Guarantor or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any “Material Indebtedness”); (ii) or the Borrower default by the Borrower, the Guarantor or any of its Significant Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event 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 Subsidiary shall default (after Indebtedness of the expiration Borrower, the Guarantor or any of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with Borrower, the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Guarantor or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 8.6 The Borrower Borrower, the Guarantor or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 8.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.7. 7.7 8.7 Without the application, approval or consent of the Borrower Borrower, the Guarantor or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, the Guarantor or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv8.6(iv) shall be instituted against the Borrower Borrower, the Guarantor or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A 8.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower, the Guarantor and its Subsidiaries which, when taken together with all other Property of the Borrower, the Guarantor and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 8.9 The Borrower, the Guarantor or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge (i) any judgment or other court order for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate with other such judgments) or (ii) any non-monetary final judgment that has, or could reasonably be expected to result in have, a Material Adverse Effect Effect, in either case which is not stayed on appeal or any otherwise being appropriately contested in good faith. 8.10 A Change of Control shall occur. 8.11 A Reportable Event shall occur in connection have occurred with any respect to a Plan that which could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group Effect and, 30 days after notice thereof shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant given to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or the Guarantor by the Administrative Agent or any other member of the Controlled Group as withdrawal liability (determined as of the date of Lender, such notification), could reasonably be expected to result in a Material Adverse EffectReportable Event shall still exist. 7.12 The Borrower 8.12 Any authorization or approval or other action by any other member of governmental authority or regulatory body required for the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminatedexecution, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion delivery or performance of this Agreement or any Note other Loan Document by the Borrower or the Guarantor shall fail to remain have been obtained or be terminated, revoked or rescinded or shall otherwise no longer be in full force or effect or any action and effect, and such occurrence shall be taken by (i) adversely affect the enforceability of the Loan Documents against the Borrower or the Guarantor and (ii) to assert the invalidity or unenforceability of any extent that such Loan Documentoccurrence can be cured, shall continue for five days.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within three Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower Company of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.23. 7.4 7.4. The breach by any Loan Party (i) of Section 6.1 which is not remedied within ten days after the Borrower occurrence of such breach or (ii) (other than a breach which constitutes a Default under another Section of this Article VII) of any of the other terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lenderoccurrence of such breach. (i) 7.5. Failure of the Borrower Company or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; or the default by the Company or any of its Subsidiaries in the performance (iibeyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the Borrower effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date (or, in the case of any Receivables Facility Attributable Indebtedness, cause such Indebtedness to amortize or liquidate or terminate the reinvestment of collections or proceeds of receivables); or any Material Subsidiary shall default (after Indebtedness of the expiration Company or any of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided , provided, that the occurrence of any of the foregoing with respect to Receivables Facility Attributed Indebtedness shall not apply constitute a Default hereunder so long as the aggregate outstanding amount thereof does not exceed the Available Aggregate Revolving Loan Commitment; or the occurrence of an early termination under any Rate Management Transaction resulting from (i) any event of default under such Rate Management Transaction as to which the Company or any mandatory prepayment Subsidiary is the defaulting party or optional redemption of (ii) any Indebtedness termination event as to which would be required to be repaid the Company or any Subsidiary is an affected party and, in connection with either event, the consummation of a transaction termination value or other similar obligation owed by the Borrower Company or any such Material Subsidiary not prohibited pursuant to this Agreementas a result thereof is in excess of $10,000,000 and remains unpaid; or (iii) the Borrower Company or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The 7.6. Any Borrower or any of its Material Subsidiaries Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as any Federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as any Federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to Federal, state or foreign bankruptcy, insolvency insolvency, administrative receivership or reorganization similar law now or relief hereafter in effect or fail to file an answer or other pleading denying the material allegations of debtorsany such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the any Borrower or any of its Material SubsidiariesSubsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the a Borrower or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the any Borrower or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 7.8. A judgment UK Insolvency Event shall occur in respect of any UK Borrower or any Material Subsidiary that is a UK Subsidiary, or any other court order UK Relevant Entity. 7.9. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Company and its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.10. The Company or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of or the equivalent thereof in currencies other than Dollars) in the aggregate, but excluding any amounts paid or portion thereof which is covered by independent third third-party insurance so long as the insurer is reasonably likely to which the relevant insurance company does be able to pay, has not dispute coveragedisputed coverage and has accepted a tender of defense and indemnification or (ii) shall be rendered against the Borrower nonmonetary judgments or any Material Subsidiary and such judgment orders which, individually or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Change 7.11. The Unfunded Liabilities of all Single Employer Plans shall exceed in Control the aggregate $25,000,000, or any Reportable Event shall occurhave occurred with respect to any Plan that, together with all other Reportable Events that have occurred and are continuing, could reasonably be expected to result in liability to the Company and its Subsidiaries in an aggregate amount in excess of $20,000,000, or any Single Employer Plan shall have any Unfunded Liabilities for which a minimum funding waiver request has been filed under Section 412 of the Code or Section 302 of ERISA. 7.11 7.12. The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $20,000,000 or requires payments exceeding $5,000,000 per annum. 7.12 7.13. The Borrower Company or any of its Subsidiaries shall have been notified that any of them has, in relation to a Foreign Pension Plan, incurred a debt or other liability under section 75 or 75A of the United Kingdom Pensions Xxx 0000, or has been issued with a contribution notice or financial support direction (as those terms are defined in the United Kingdom Pensions Act 2004), or otherwise is liable to pay an amount which, when aggregated with all other amounts required to be paid to Foreign Pension Plans by the Company or any other member of the Controlled Group shall have been notified by Group, exceeds $20,000,000 or requires payments exceeding $5,000,000 per annum, or the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within equivalent sum in the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectapplicable currency. 7.13 7.14. Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any such Loan Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Loan Document to which it is a party, or any Loan Party shall deny that it has any further liability under any Loan Document to which it is a party, or shall give notice to such effect. 7.15. Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any material portion of the Collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document. 7.16. Any Change in Control shall occur.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 7.3. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within (i) ten (10) days as to monetary Defaults other than under 7.2., or (ii) thirty (30) days as to non-monetary Defaults, after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.4. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries or any Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.5. The Borrower or any of its Material Subsidiaries or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.5 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.6. 7.7 7.6. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, or any Guarantor a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.5(iv) shall be instituted against the Borrower or any of its Material Subsidiaries or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.7. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any of its Subsidiaries or any Guarantor which, when taken together with all other court order Property of the Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.8. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money $1,000,000 or more in excess of $100,000,000 insurance coverage (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.9. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $500,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, nonpayment of any LC Disbursement within one (ii) any Reimbursement Obligation within five (51) Business Days Day after the same becomes duehas been paid pursuant to a Letter of Credit, (iii) or nonpayment of interest upon any Loan or of any commitment fee, Letter of Credit fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Article VI. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) five days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries or any Guarantor to pay when due any Indebtedness aggregating in excess of $500,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries or any Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, or any Guarantor a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries or any Guarantor which, when taken together with all other court order Property of the Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 100,000 (net of or the equivalent thereof in currencies other than U. 5. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $250,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occurPlan. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $250,000 or requires payments exceeding $50,000 per annum. 7.12 The Borrower or any other member of the Controlled Group Any Change in Control shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectoccur. 7.13 The occurrence of any "default", as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.14 Nonpayment by the Borrower of any Rate Management Obligation when due or the breach by the Borrower of any term, provision or condition contained in any Rate Management Transaction. 7.15 Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 9.1. Any representation or warranty made or deemed made by or on behalf of the General Partner, the Borrower or any of their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 9.2. Nonpayment of (i) principal of any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 9.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Sections 8.2 and 8.11 through 8.21. 7.4 9.4. The breach by the General Partner or the Borrower (other than a breach which constitutes a Default under another Section of this Article VII9.1, 9.2, or 9.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days ten Business Days after written notice is given to from the Borrower by the Administrative Agent or any LenderLender provided, however, that if such Default is not curable within such time period, it shall not constitute a Default if the Borrower has commenced appropriate actions to effect a cure within ten days and diligently proceeds thereafter to effect a cure and cures such Default in no event later than 45 days after such written notice. (i) 9.5. Failure of the General Partner, the Borrower or any of its Material their Subsidiaries to pay when due (after any applicable grace period) any Material IndebtednessIndebtedness which is outstanding in an aggregate amount of at least $10,000,000; (ii) or the default by the General Partner, the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) their Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which such Indebtedness was created or is governed, or any other event shall occur or condition exist, 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 Material such Indebtedness and as a result thereof such Material Indebtedness of the General Partner, the Borrower or any of their Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) General Partner, the Borrower or any of its Material their Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 9.6. The General Partner, the Borrower or any of its Material their Subsidiaries that have more than $20,000,000 (in the aggregate) of Total Tangible Assets shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 9.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.79.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 9.7. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the General Partner, the Borrower or any Subsidiaries that have more than $20,000,000 (in the aggregate) of its Material Subsidiaries Total Tangible Assets or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv9.6(iv) shall be instituted against the General Partner, the Borrower or any of its Material Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A 9.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the General Partner, the Borrower and their Subsidiaries which, when taken together with all other Property of the General Partner, the Borrower and their Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of their Property. 9.9. The General Partner, the Borrower or any of their Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 5,000,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 9.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $200,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 9.11. The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the General Partner, the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $500,000 or requires payments exceeding $1,000,000 per annum. 7.12 9.12. The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of or ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the General Partner, the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $200,000. 7.13 Any 9.13. Failure to remediate within the time period permitted by law or governmental order (or within a reasonable time give the nature of the problem if no specific time period has been given) material portion environmental problems related to the Storage Properties whose aggregate book values are in excess of this Agreement $20,000,000 or any Note where the estimated cost of remediation is in the aggregate in excess of $100,000, in each case after all administrative and judicial hearings and appeals have been concluded. 9.14. The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Guarantor shall fail to comply with any of the terms or provisions of the Guaranty, or the Guarantor denies that it has any further liability under the Guaranty, or gives notice to such effect. 9.15. The occurrence of any default under any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of any Borrower to the Borrower Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the any Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.10, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, or 6.146.32. 7.4 7.4. The breach by the any Borrower (other than a breach which constitutes a Default under another Section 7.3 of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) five days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the any Borrower or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $250,000 (after "Material Indebtedness"); or the default by any Borrower in the performance beyond the applicable grace period) period with respect thereto, if any, of any term, provision or condition contained in any agreement under which any such Material IndebtednessIndebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event 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; (ii) the Borrower or any Material Subsidiary shall default (after the expiration Indebtedness of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Borrower shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Borrowers shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The 7.6. Any Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law Law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesBorrower, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the such Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the any Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Borrower which, when taken together with all other court order Property of the Borrowers so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. Any Borrower shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 250,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $100,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 7.11. Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Borrowers or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $100,000 or requires payments exceeding $100,000 per annum. 7.12 The 7.12. Any Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrowers and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $100,000. 7.13. Any Borrower shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrowers or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect. 7.13 7.14. Any material portion of this Agreement or any Note Change in Control shall fail to remain in full force or effect or any action shall be taken by occur, provided , however, the Borrower to assert the invalidity or unenforceability exercise of any such rights to convert the Guardian Indebtedness to equity of the Borrowers shall not be deemed a Change in Control so long as either Xxxx Xxxxxx or Xxxxx X. Xxxxxx remains as the Chief Executive Officer of the Borrowers. 7.15. The occurrence of any "default", as defined in any Loan DocumentDocument (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 8.1. Any representation or warranty made or deemed made by or on behalf of any Loan Party to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made. 7.2 Nonpayment of 8.2. (i) Nonpayment of principal of any Loan when duedue under this Agreement, or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) nonpayment of interest upon any Loan or of any fee or other Obligations under any of the Loan Documents within five days after notice (5which notice may include a billing statement therefor) Business Days after that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 8.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower Loan Party (other than a breach which constitutes a Default under another Section of this Article VIIVIII) of any of the terms or provisions of this Agreement or any of the other Loan Documents which is not remedied cured within thirty (30) days after written notice is thereof given by the Administrative Agent or the Required Lenders to the Borrower in accordance with Section 14.1 or after the date on which any Senior Executive becomes aware of the occurrence thereof, whichever first occurs (such grace period to be applicable only in the event such breach can be cured by corrective action of the Loan Parties as determined by the Administrative Agent or any Lenderin its reasonable discretion). (i) 8.4. Failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due any Indebtedness (after any applicable grace periodother than (i) any Material Indebtedness; Permitted Nonrecourse Indebtedness and (ii) guarantees of Indebtedness of Non-Loan Parties, to the Borrower extent and for so long as the payment obligation by a Loan Party under such guarantee is being contested in good faith by appropriate proceedings, and any judgment against any Loan Party is subject to an appeal and does not otherwise result in a Default under Section 8.5) aggregating in excess of $50,000,000 (“Material Indebtedness”); or the default by any Loan Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement or agreements under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event 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 Subsidiary shall default (after the expiration Indebtedness of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or in connection with a mandatory prepayment or offer with respect to the sale, casualty or condemnation of any Property secured by such Material Indebtedness) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due; or any “Default” (as such term is defined in the Existing Credit Agreement) shall have occurred and be continuing under the Existing Credit Agreement. 7.6 The Borrower or any of its Material Subsidiaries 8.5. Any Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 8.5 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.6. 7.7 8.6. Without the application, approval or consent of the Borrower or any of its Material Subsidiariesa Loan Party, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Loan Party or any Substantial Portion of its Propertythe Property of the Loan Parties, or a proceeding described in Section 7.6(iv8.5(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 8.7. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other court order Property of the Loan Parties so condemned, seized, appropriated, or taken custody or control of, during the period of four consecutive fiscal quarters ending with the quarter in which any such action occurs, constitutes a Substantial Portion. 8.8. The Loan Parties shall fail within 30 days to pay, bond or otherwise discharge any one or more judgments or orders for the payment of money (other than in respect of Permitted Nonrecourse Indebtedness) in excess of $100,000,000 50,000,000 in the aggregate (net of any amounts paid or to the extent not covered by insurance provided by an independent third solvent third-party insurance as to insurer who has been notified of such judgment, order or decree and has not denied coverage), which the relevant insurance company does are not dispute coverage) shall be rendered against the Borrower stayed on appeal or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 8.9. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $10,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 8.10. The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan or Multiple Employer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans or Multiple Employer Plan by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $10,000,000 or requires payments exceeding $5,000,000 per annum. 7.12 8.11. The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans and Multiple Employer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans and Multiple Employer Plans for the respective plan years of each such Multiemployer Plan and Multiple Employer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000. 8.12. Any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release of any Regulated Substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii) or all such events in the aggregate, could reasonably be expected to result in have a Material Adverse Effect. 7.13 8.13. Any material portion Change of this Agreement or any Note Control shall fail to remain in full force or effect or any occur. 8.14. Any action shall be taken by the Borrower a Loan Party to discontinue or to assert the invalidity or unenforceability of any Guaranty Agreement, or any Guarantor shall deny that it has any further liability under any Guaranty Agreement to which it is a party, or shall give notice to such effect. 8.15. Any Loan DocumentDocument shall fail to remain in full force and effect unless released by the Lenders. 8.16. The representations and warranties set forth in Section 6.14.1 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct. The Borrower may cure any Default (other than any failure to pay the Obligations) that relates exclusively to a Designated Guarantor by Conversion of such Designated Guarantor to a Non-Loan Party, to the extent permitted by and subject to and in accordance with the provisions of Section 10.13, provided that such Conversion is completed (except as otherwise provided in Section 10.13(b)) not later than thirty (30) days after the first to occur of (a) such Default or (b) the day that a Senior Executive of the Company first learned of the Unmatured Default that, with the lapse of time or giving of notice, or both, has ripened or may ripen into such Default.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any Restricted Subsidiary to the Banks or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false as of the date on which made or deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower Company of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Article VI. 7.4 7.4. The breach by the Borrower Company (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) five days after written notice is given to the Borrower by from the Agent or any LenderBank. (i) 7.5. Failure of the Borrower Company or any of its Material Subsidiaries Restricted Subsidiary to pay any Indebtedness in a principal amount greater than $2,500,000 when due (after any applicable grace period) any Material Indebtednessdue; (ii) or the Borrower default by the Company or any Material Restricted Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any 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 Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower . 7.6. The Company or any such Material Restricted Subsidiary not prohibited pursuant shall (a) have an order for relief entered with respect to this Agreement; or it under the Federal Bankruptcy Code, (iiib) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iic) make an assignment for the benefit of creditors, (iiid) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial part of its Propertyproperty, (ive) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect Bankruptcy Code or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (f) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vg) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower Company or any of its Material SubsidiariesRestricted Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any Restricted Subsidiary or any substantial part of its Material Subsidiaries or any Substantial Portion of its Propertyproperty, or a proceeding described in Section 7.6(iv7.6(e) shall be instituted against the Borrower Company or any of its Material Subsidiaries Restricted Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of all or any substantial portion of the property of the Company or any Restricted Subsidiary. 7.9. The Company or any Subsidiary shall fail within 60 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 250,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $5,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 7.11. Any Change Person or Persons other than Stepan Family acting in Control concert shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability acquire beneficial ownership (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV Rule 13d-3 of ERISAthe Securities and Exchange Commission under the Securities Exchange Act of 1934) of thirty percent (30%) or more of the outstanding shares of voting stock of the Company; or during any period of twelve (12) consecutive months, if commencing before or after the Closing Date, individuals who at the beginning of such termination could reasonably be expected twelve-month period were directors of the Company cease for any reason to result in constitute a Material Adverse Effectmajority of the board of directors of the Company. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a “Default” hereunder: 7.1 Any (a) any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Borrower Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.; 7.2 Nonpayment of (b) (i) principal nonpayment, when due (whether upon demand or otherwise), of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee principal owing under any of the Loan Documents and (ii) nonpayment, within five (5) Business Days 2 days after the same becomes due it is due, of any interest, fee, Reimbursement Obligation or (iv) any other obligation or liability owing under this Agreement or any other of the Loan Document within thirty Documents; (30c) days after the same becomes due. 7.3 The breach by the Borrower any Loan Party of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(a), 6.4 6.13, 6.14, 6.16 through 6.34; (with respect to d) the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower any Loan Party (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of (i) Section 6.3 (other than Section 6.3(a)) or 6.4 through 6.15 of this Agreement which is not remedied within thirty (30) 10 days after the earlier of such breach or written notice from the Agent or any Lender or (ii) any other Section of this Agreement which is given to not remedied within 20 days after the Borrower by earlier of such breach or written notice from the Agent or any Lender.; (ie) Failure failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as or a result thereof default, breach or other event occurs under any term, provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.; 7.6 The Borrower or (f) any of its Material Subsidiaries Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the 100 foregoing actions set forth in this subsection (f) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.subsection (g) below; 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Loan Party or any portion of its Material Subsidiaries or any Property which constitutes a Substantial Portion of its PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) sixty consecutive days.; 7.8 A judgment (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve‑month period ending with the month in which any such action occurs, constitutes a Substantial Portion; (i) any loss, theft, damage or destruction of any item or items of Collateral or other court order property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance; (j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect., which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; 7.10 Any (k) any Change in Control shall occur.; 7.11 The Borrower (l) an ERISA Event shall have occurred which, together with all such other ERISA Events that have occurred, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (m) any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by any Loan Party or any other member Person of any Materials of Environmental Concern into the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredenvironment, pursuant to Section 4201 of ERISAor (ii) violate any Environmental Law, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by in the Borrower case of an event described in clause (i) or any other member of the Controlled Group as withdrawal liability clause (determined as of the date of such notificationii), could reasonably be expected to result in have a Material Adverse Effect.; 7.12 The Borrower (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided; (o) the sponsor Guaranty or the partnership agreement of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note Parent shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect; 101 (p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan DocumentDocuments has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); (r) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; or (s) the Borrower, PHI or any of their respective Subsidiaries shall fail to pay when due any Operating Lease Obligation in excess of $750,000.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any Guarantor to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.10, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.19 or 6.146.22. 7.4 7.4. The Borrower or any Guarantor shall fail to observe or perform or otherwise breach by the Borrower (other than a failure or breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) fifteen days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any Indebtedness, Rate Hedging Obligation or Operating Lease Obligation aggregating in excess of $1,000,000 (after any applicable grace period) any "Material IndebtednessObligation"); (ii) or the default by the Borrower or any Material Subsidiary shall default Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Obligation was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Obligation to cause, such Material Obligation to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Obligation of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, Guarantor a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any Guarantor which, when taken together with all other court order Property of the Borrower or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion and would have a Material Adverse Effect. 7.9. The Borrower or any Subsidiary Guarantor shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Change 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in Control the aggregate $1,000,000 or the aggregate amount of all liabilities as a result of any Reportable Event in connection with any Plan shall occurexceed in the aggregate $1,000,000. 7.11 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $1,000,000 or requires payments exceeding $1,000,000 per annum. 7.12 The 7.12. If the Borrower or any other member of the Controlled Group contributes to or is a sponsor of a Multiemployer Plan, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 7.13. The Borrower or any Subsidiary Guarantor shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any Subsidiary Guarantor or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect. 7.13 7.14. Any material portion of this Agreement or any Note Change in Control shall occur. 7.15. Any Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan effect. 7.16. Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the terms hereof or of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Borrower shall fail to comply with any of the terms or provisions of any Collateral Document. 7.17. The representations and warranties set forth in Section 5.15 (Plan Assets; Prohibited Transactions") shall at any time not be true and correct. 7.18. The commitment to lend by the lenders under the Subordinated Debt Documents to Trianon or the commitment to lend by Trianon under the Subordinated Debt Documents to the Borrower shall be terminated, reduced or otherwise modified in any manner. (i) the Zenith Acquisition shall be unwound, reversed or otherwise rescinded in whole or in any material part for any reason, or (ii) the Borrower shall agree to any material amendment to, or waiver of any material rights under, or otherwise change any material terms of, any of the Zenith Acquisition Document, in a manner adverse to the Borrower or any of its Subsidiaries or to Lenders without the prior written consent of Agent. 7.20. If any payment be made pursuant to the Escrow Agreement would cause a Default or an Unmatured Default as determined by the Agent or as shown by the compliance certificate required to be delivered pursuant to Section 6.1(xi).

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after . 7.2. The Borrower shall default in the same becomes due, (iii) payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable. 7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on any of its other Indebtedness having a principal amount of $25,000,000 or more; or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (ivwith the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity. 7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect. 7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15 hereof. 7.6. The Borrower shall default in the performance of any of its other obligation or liability under obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due. 7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent). (i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due. 7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing. 7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code. 7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 25,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and such judgment or order shall continue without being vacatednot, discharged, satisfied or stayed or bonded pending appeal for a within said period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. 7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan: (i) the institution of any steps by the Borrower, any member of its Controlled Group or any Reportable Event shall occur in connection with other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any Plan that such member could be required to make a contribution to such Pension Plan, or could reasonably be expected expect to have incur a Material Adverse Effectliability or obligation to such Pension Plan, in excess of $25,000,000; or (ii) the complete or partial withdrawal from any Pension Plan by the Borrower or any member of its Controlled Group if, as a result of such withdrawal, the Borrower or any such member could incur any liability by such Pension Plan in excess of $25,000,000; or (iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. 7.10 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under the Notes shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect. 7.13. A Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 (a) Any representation or warranty made (or deemed made pursuant to Section 4.2) by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate report, certificate, financial statement or other information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue misleading in any material respect when so made, deemed made or deemed madedelivered. 7.2 (b) Nonpayment of (i) principal of any Loan when due, (ii) ; or nonpayment of any Reimbursement Obligation within five one (51) Business Days Day after the same becomes due; or nonpayment of interest on any Loan, (iii) interest upon any Loan or of any fee payable by the Borrower hereunder or any other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 (c) The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 6.3(i) (provided that and (i) in the case of failure to deliver notice of a Default arising under Section 7(d), five (5) days shall have elapsed after an Authorized Officer obtained knowledge of such Default and (ii) in the case of failure to deliver notice of a Default arising under Section 7(e), twenty (20) days shall be deemed automatically cured or waived upon the delivery have elapsed after an Authorized Officer obtained knowledge of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.11, 6.12, 6.13 or 6.146.16(b). 7.4 (d) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of Section 6.9 or 6.14 which is not remedied within five (5) days after written notice from the Administrative Agent or any Lender. (e) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 7) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice is given to from the Borrower by the Administrative Agent or any Lender; or any default by the Borrower shall occur with respect to any payment obligations under any Rate Management Agreement that is not remedied by the later of (i) the expiration of any cure period provided in such Rate Management Agreement and (ii) three (3) Business Days after the same shall become due and payable. (if) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after the expiration of any applicable grace cure period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant other term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event 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 and as of the Borrower or any of its Subsidiaries shall, after the occurrence of a result thereof such Material Indebtedness shall default thereunder, be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or mandatory prepayment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 (g) The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effectany Debtor Relief Law, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating Debtor Relief Law or fail to bankruptcyfile an answer or other pleading denying the material allegations of any such proceeding filed against it, insolvency (v) take any corporate or reorganization partnership action to authorize or relief effect any of debtors, the foregoing actions set forth in this Section 7(g) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77(h). 7.7 (h) Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7(g) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment (i) Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each, a “Condemnation”), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion and such event would reasonably be expected to constitute a Material Adverse Effect; provided that the term “Condemnation” shall not include any voluntary transfer by the Borrower or any of its Subsidiaries of its electric transmission line facilities, or any interest therein, to a regional independent grid operator. (j) The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 (k) Any Change in Control ERISA Event shall occur. 7.11 The Borrower occur with respect to any Plan or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount whichthat, when aggregated taken together with all other amounts required to be paid to Multiemployer Plans by the Borrower ERISA Events that have occurred, has or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 (l) The Borrower or any other member of its Subsidiaries shall (i) be the Controlled Group shall have been notified subject of any proceeding or investigation pertaining to the release by the sponsor Borrower, any of a Multiemployer Plan that such Multiemployer Plan is being terminatedits Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, within or (ii) violate any Environmental Law, which, in the meaning case of Title IV of ERISAan event described in clause (i) or clause (ii), if such termination could reasonably be expected to result in have a Material Adverse Effect. 7.13 (m) Any material portion Change in Control shall occur. (n) The Borrower shall cease to own, free and clear of this Agreement all Liens, 100% of the outstanding shares of voting stock of IPC. (o) Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or any Note shall fail thereunder or satisfaction in full of all the Obligations, ceases to remain be in full force or and effect or any action shall be taken (provided that the cessation of the effect of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower to assert contests in any manner the validity or enforceability of any provision of any Loan Document (provided that the invalidity or unenforceability of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower denies that it has any such or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lender under or in connection with this Agreement, any Credit ExtensionAdvance, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan Advance when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Advance or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) ten days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.10, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14 or 6.146.15. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) ten days after written notice is given to from the Borrower by the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) , or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event 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 covenant Indebtedness of the Borrower or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the period commencing on the date of this Agreement and ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgment(s), in any such case, is/are not stayed on appeal or any Reportable Event otherwise being appropriately contested in good faith. 7.10. Any reportable event (as defined in Section 4043 of ERISA) shall occur in connection with any Plan that Plan. 7.11. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.10 7.12. Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Parent or any Material Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect materially false on the date such representation or untrue in any material respect when warranty is made or deemed made. 7.2 Nonpayment of (ia) principal of any Loan (other than a Swing Line Loan) when due, (b) principal of any Swing Line Loan (i) within five Business Days of when due if the Aggregate Commitments minus the Aggregate Outstanding Credit Exposure (the "Availability") on the date such principal payment is due is greater than or equal to the principal amount so due or (ii) any Reimbursement Obligation within five (5) Business Days after when due if the same becomes Availability is less than the principal amount so due, (iiic) nonpayment of interest upon any Loan or of any fee Commitment Fee or Usage Fee, LC Fee, or other obligations under any of the Loan Documents within five (5) Business Days days after the same becomes due due, or (ivd) nonpayment of any other obligation or liability under this Agreement or any other Loan Document Reimbursement Obligation within thirty (30) days one Business Day after the same becomes due. 7.3 The breach by any of the Borrower Borrowers of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon to the delivery extent relating to the notice of such notice or the cure or waiver of the related Unmatured a Default or Unmatured Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.10 through 6.16, 6.10, 6.12, 6.13 or 6.146.18 and 6.20. 7.4 The breach by any of the Borrower Borrowers (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5 Failure of the Borrower Parent or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $75,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the Borrower default by the Parent or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event or condition is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such of the Parent or any Material Indebtedness Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower Parent or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that this Section 7.5 shall not apply to (a) a voluntary sale or disposition of any Property or asset that secures Material Indebtedness if such Material Indebtedness (or any portion thereof that becomes due as a result of such sale or disposition) is promptly paid and (b) any event or condition that causes, or permits the holder or such holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity, or declares such Material Indebtedness to be due and payable or required to be prepaid or repurchased prior to the stated maturity thereof, if such event or condition is in the nature of a mandatory prepayment requirement for asset sales, debt incurrences, equity issuances, excess cash flow, insurance proceeds, or extraordinary receipts. 7.6 The Borrower Parent or any of its Material Subsidiaries Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying, or file an answer admitting, the material allegations of any such proceeding filed against it, (ve) take any corporate or partnership action to authorize or effect any of the foregoing actions set out in this Section 7.6 or (f) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Parent and its Material Subsidiaries which, when taken together with all other court order Property of the Parent and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Parent or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net or multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000) (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $50,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change Effect shall occur in Control shall occurconnection with any Plan. 7.11 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $25,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of any Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000. 7.13 The Parent or any of its Subsidiaries shall (a) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), could reasonably be expected to result in have a Material Adverse Effect. 7.13 7.14 Any material portion of this Agreement or any Note Change in Control shall occur. 7.15 The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Parent shall fail to comply with any of the material terms or provisions of the Guaranty to which it is a party, or the Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such Loan Document.effect. ARTICLE VIII

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of Borrower, Parent Guarantor or any Subsidiary Guarantor to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionAdvance, or any certificate or material written or documentary information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed maderemade in accordance with the terms hereof. 7.2 (a) Nonpayment of (i) principal of or interest on any Loan when dueLoan, any Unpaid Drawing (ii) or interest thereon), any Reimbursement Obligation within five (5) Business Days after commitment fee, undrawn fee, Letter of Credit Fee, Facing Fee or Agency Fee payable to the same becomes due, (iii) interest upon Administrative Agent or any Loan or of any fee Lender under any of the Loan Documents (i) within five (5) Business Days after the same becomes date such payment is due or (ivii) on the Maturity Date (or such earlier date on which all of the Obligations may become due or may be declared due hereunder) or (b) nonpayment of any Obligations (other obligation or liability under this Agreement than those described in the preceding clause (a)), payable to the Administrative Agent or any other of the Lenders under any of the Loan Document Documents, (i) within thirty (30) days five Business Days after written notice from the Administrative Agent to Borrower that the same becomes duehas not been paid when due or (ii) on the Maturity Date (or such earlier date on which all of the Obligations may become due or may be declared due hereunder). 7.3 The breach by the Borrower or Parent Guarantor of any of the terms or provisions of Section Sections 2.22, 6.2, 6.3 6.6 (provided that such Default shall be deemed automatically cured or waived upon the delivery a breach of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (any covenant in Section 6.6 with respect to the Borrower’s furnishing of information, evidence or any Material Subsidiary’s existencecertificates of insurance shall not be a Default until the same remains unremedied for ten (10) days after receipt of written notice thereof from the Administrative Agent to Borrower or Parent Guarantor), 6.106.13, 6.126.14, 6.13 6.15, 6.16, 6.17, 6.18 (provided that a Default shall not occur in respect of any breach of the covenant in the last sentence of Section 6.18(a) to deliver documentation with respect to new Subsidiary Guarantors unless such breach is not remedied within ten (10) days after receipt of written notice thereof from the Administrative Agent to Borrower or 6.14Parent Guarantor), 6.19, 6.20, 6.22, 6.23, 6.24, 6.25, 6.33, 6.34, 6.35 (provided that a breach of Section 6.35(b)(i) shall not be a Default unless the same is also a breach of Section 6.35(c)(ii) or the same remains unremedied for ten (10) days after receipt of written notice thereof from the Administrative Agent to Borrower or Parent Guarantor; a breach of Section 6.35(b)(iv) shall not be a Default unless the same results in a material impairment of the Florida Hotel Ground Lease or the Lien of the Mortgage or the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Borrower; a breach of Section 6.35(c)(i) shall not be a Default unless the same is also a breach of Section 6.35(c)(ii) or the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Borrower; and a breach of Section 6.35(f) shall not be a Default unless the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Borrower or Parent Guarantor), 6.36, 6.37, 6.39 or 6.40. 7.4 The breach by the Borrower or Parent Guarantor (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any of the other Loan Documents which (a) if a default in the payment of money as and when due, is not remedied within five (5) Business Days after written notice from the Administrative Agent to Borrower or Parent Guarantor, or (b) if any other breach or default, is not remedied for thirty (30) days after receipt of written notice from the Administrative Agent thereof to Borrower or Parent Guarantor, provided that if Borrower or Parent Guarantor commence to remedy such non-monetary breach or default within such thirty (30) day time period, such thirty (30) day time period for cure shall be extended for such time as is given reasonably necessary to complete such cure so long as Borrower or Parent Guarantor are diligently pursuing the Borrower by completion of such cure, but in no event shall the Agent time period for cure be extended for a period in excess of ninety (90) days after Xxxxxxxx's or any LenderParent Guarantor's receipt of the initial written notice of breach or default. (i) Failure of the Borrower 7.5 Borrower, Parent Guarantor or any of its Material their Subsidiaries to pay when due shall (after a) default in any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration payment of any applicable grace periodIndebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (b) default in the observance or performance of any covenant agreement or agreement condition relating to any Material Indebtedness and as (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a result thereof trustee or agent on behalf of such Material holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness shall be declared to be become due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the its stated maturity thereof; maturity, provided that the foregoing (x) it shall not apply to any mandatory prepayment be a Default or optional redemption Event of any Default under this Section 7.5 unless the aggregate principal amount of all Indebtedness which would be required to be repaid as described in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or preceding clauses (iiia) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become dueand (b) is at least $10,000,000.00. 7.6 The Borrower Borrower, any Property Manager, Parent Guarantor or any of its Material Subsidiaries Subsidiary Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower Borrower, any Property Manager, Parent Guarantor or any of its Material SubsidiariesSubsidiary Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, any Property Manager, Parent Guarantor or any of its Material Subsidiaries Subsidiary Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Borrower, any Property Manager, Parent Guarantor or any of its Material Subsidiaries Subsidiary Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A Any court, government or governmental agency shall, other than in a Non-Material Condemnation, condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of Borrower or Parent Guarantor. 7.9 One or more of the following shall occur: (i) any money judgment or (other court order for the payment of than a money in excess of $100,000,000 (net of any amounts paid or judgment covered by independent third party insurance as to which the relevant insurance company does not dispute has acknowledged coverage) ), writ or warrant of attachment, or similar process is entered against Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida and shall be rendered against the Borrower remain undischarged, unvacated, unbonded or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal unstayed for a period of forty-thirty (30) days or in any event later than five (455) days. 7.9 The Unfunded Liabilities days prior to the date of all Single Employer Plans could in any proposed sale thereunder, (ii) a federal, state, local or foreign tax Lien is filed against Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida which is not discharged of record, bonded over or otherwise secured to the satisfaction of the Administrative Agent within thirty (30) days after the filing thereof, or (iii) an Environmental Lien is filed against Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida, and the aggregate reasonably be expected amount of any or all of the foregoing with respect to result in a Material Adverse Effect Borrower and the Opryland Hotel Florida exceeds $250,000.00 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected respect to have a Material Adverse EffectBorrower, Parent Guarantor and Subsidiary Guarantors, taken together, exceeds $5,000,000.00. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability occurrence of any such "Default" or "Event of Default", as defined in any Loan DocumentDocument (other than this Agreement).

Defaults. The occurrence of any one or more of the following events shall constitute a an "Event of Default": 7.1 Any representation or warranty made or deemed made by or (a) The Borrowers shall fail to pay (i) any interest due on behalf of the Borrower under or in connection with this Agreement, any Credit ExtensionNote, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of amount payable hereunder (iother than a principal payment on the Note) principal of any Loan when due, (ii) any Reimbursement Obligation within by five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) business days after the same becomes due.; or (ii) any principal amount due on any Note when due; 7.3 The breach by (b) Any Borrower shall default in the performance or observance of any agreement, covenant, condition, provision or term contained in Article IV or Section 5.1 of this Agreement; (c) Any Borrower or other signatory other than the Lender shall default in the performance or observance of any of the other agreements, covenants, conditions, provisions or terms in this Agreement, the Note or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver any of the related Unmatured Default Collateral Documents continuing for a period of 30 days after written notice thereof is given to such Borrower by the Lender; (d) Any representation or Defaultwarranty made by UHC or either Borrower hereunder or by UHC or either Borrower in any of the Collateral Documents, as applicable)or any certificate delivered pursuant hereto or thereto, 6.4 (with respect or any financial statement delivered to the Borrower’s Lender hereunder or thereunder, shall prove to have been false in any material respect as of the time when made or given; (e) Any Borrower or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 of their respective Affiliates shall default in the performance or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) observance of any of the agreements, covenants, conditions, provisions or terms or provisions of this in the Joint Venture Agreement which shall be determined to be a material breach constituting a default for which the remedy sought and obtained is not remedied within thirty termination of the Joint Venture Agreement; (30f) days after written notice is given UHC or either Borrower shall fail to the Borrower pay as and when due and payable (whether at maturity, by the Agent acceleration or otherwise) all or any Lender.part of the principal of or interest on any indebtedness of or assumed by it, or of the rentals due under any lease or sublease, or of any other obligation for the payment of money, and such default shall not be cured within the period or periods of grace, if any, specified in the instruments governing such obligations; or default shall occur under any evidence of, or any indenture, lease, sublease, agreement or other instrument governing such obligations, and such default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such indebtedness or other obligation or the termination of such lease or sublease and, with respect to any such indebtedness, obligation, lease or sublease, the aggregate amount owing shall exceed $100,000; (g) A final judgment which, together with other outstanding final judgments against UHC or either Borrower exceeds an aggregate of $100,000 shall be entered against any Borrower or UHC and shall remain outstanding and unsatisfied, unbonded, unstayed or uninsured after 60 days from the date of entry thereof; (h) UHC or either Borrower shall: (i) Failure of the Borrower become insolvent; or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not payunable, or admit in writing its inability to pay, pay its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.mature; or

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 a. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, any Facility Letter of Credit, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 b. Nonpayment of (i) principal of any Loan or Reimbursement Obligations when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other Obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 c. The breach by the Borrower or any of its Subsidiaries of any of the terms or provisions of Section 6.2Article VI, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Defaultother than Sections 6.1, as applicable)6.5, 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.7, 6.106.8, 6.12, 6.13 or 6.146.15 and 6. 7.4 d. The breach by the Borrower or any Subsidiary (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of of, or any other default under, this Agreement or any other Loan Document which is not remedied within thirty (30) 84 85 ten days after written notice is given to from the Borrower by the Agent or any LenderAdministrative Agent. (i) e. Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $7,500,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, 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 and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared in default or declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 f. The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws or under any other bankruptcy, insolvency or similar law (whether under any U.S. or non-U.S. law) as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws or under any other bankruptcy, insolvency or similar law (whether under any U.S. or non-U.S. law) as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 g. Without the application, approval or consent of the Borrower or any of its Material Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Significant Subsidiaries or any Substantial Portion material portion of its Property, or a proceeding described in Section 7.6(iv7.6 (iv) shall be instituted against the Borrower or any of its Material Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A h. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelvemonth period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion. i. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of 7,500,000 or the Dollar Equivalent thereof in any amounts paid or covered by independent third party insurance as to currency, which the relevant insurance company does is not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.on

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 6.11 or 6.146. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) five days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $15,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Significant Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event 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 and as a result thereof such Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 15,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationjudgments), could reasonably be expected to result which is not stayed on appeal or otherwise being appropriately contested in a Material Adverse Effectgood faith. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within five (5) three Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 6.10 (with respect to the Borrower’s or any Material Subsidiary’s existenceBorrower and its Significant Subsidiaries only), 6.106.11, 6.12, 6.13 6.13, 6.15 or 6.146.16. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after the earlier of (a) the Borrower becoming aware of such breach and (b) receipt by the Borrower of written notice is given to from the Borrower by the Administrative Agent or any Lender. ; provided that if such breach is capable of cure but (i) cannot be cured by payment of money and (ii) cannot be cured by diligent efforts within such 30-day period, but such diligent efforts shall be properly commenced within such 30-day period and the Borrower is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional 90 days, but in no event beyond the Facility Termination Date. 7.5 Failure of the Borrower or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Significant Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event 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 and as a result thereof such Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge (i) any judgment or other court order for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate with other such judgments) or (ii) any non-monetary final judgment that has, or could reasonably be expected to result in have, a Material Adverse Effect Effect, in either case which is not stayed on appeal or any otherwise being appropriately contested in good faith. 7.10 A Change of Control shall occur. 7.11 A Reportable Event shall occur in connection have occurred with any respect to a Plan that which could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group Effect and, 30 days after notice thereof shall have been notified given to the Borrower by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Administrative Agent or any other member of the Controlled Group as withdrawal liability (determined as of the date of Lender, such notification), could reasonably be expected to result in a Material Adverse EffectReportable Event shall still exist. 7.12 The Borrower Any authorization or approval or other action by any other member of governmental authority or regulatory body required for the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminatedexecution, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion delivery or performance of this Agreement or any Note other Loan Document by the Borrower shall fail to remain have been obtained or be terminated, revoked or rescinded or shall otherwise no longer be in full force or effect or any action and effect, and such occurrence shall be taken by adversely affect the enforceability of the Loan Documents against the Borrower and to assert the invalidity extent that such occurrence can be cured, shall continue for five days. 7.13 The Borrower shall fail to own, directly or unenforceability indirectly, all of the outstanding stock of KCPL which, in the absence of any such Loan Documentcontingency, has the right to vote in an election of directors of KCPL.