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 Defaultdefault and breach of this Lease by Tenant and each such event shall be referred to herein as an "EVENT OF DEFAULT": 7.1 Any representation or warranty made or deemed made by or on behalf (a) The failure of the Borrower under or in connection with this Agreement, Tenant to make any Credit Extension, or any certificate or information delivered in connection with this Agreement payment of Rent or any other Loan Document payment required to be made by Tenant under this Lease, within ten (10) days after written notice from Landlord, provided that Landlord shall not be incorrect or untrue required to provide written notice of such non-payment more than twice in any material respect when made or deemed madeLease Year. 7.2 Nonpayment of (ib) 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 The failure by Tenant to observe or of any fee under perform any of the Loan Documents within five (5) Business Days after the same becomes due terms, covenants or (iv) any other obligation conditions of this Lease to be observed or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach performed 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 Tenant (other than those described in Sections 11.1(a), (c), (d) or (e) hereof) where such failure shall continue for a breach which constitutes a Default under another Section period 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 from Landlord to Tenant; provided, however, that if the nature of such default is given such that more than 30 days are required for its cure, then Landlord shall not be in default if Tenant commences performance within said 30 day period and thereafter diligently prosecutes the same to the Borrower by the Agent or any Lendercompletion within 90 days after such notice. (i) Failure of the Borrower The making by Tenant or any entity holding a controlling interest in Tenant of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtednessgeneral assignment, or general arrangement for the benefit of creditors; (ii) the Borrower filing by or against Tenant or any Material Subsidiary shall default (after the expiration of any applicable grace period) entity holding a controlling interest 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 Tenant of a transaction by the Borrower petition to have Tenant 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 controlling entity adjudged a bankrupt or insolvent, a petition for reorganization or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts arrangement under any law relating to bankruptcybankruptcy (unless, insolvency in the case of a petition filed against Tenant or reorganization such controlling entity, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or relief receiver to take possession of debtorssubstantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within sixty (60) days; or (viv) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the applicationattachment, 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 execution or other court order for judicial seizure of substantially all of Tenant's assets located at the payment Premises or of money Tenant's interest in excess of $100,000,000 this Lease or in the Premises, where such seizure is not discharged within sixty (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 (4560) 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 (d) An assignment shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effectviolation of Article 12 hereof. 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 (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 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 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 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 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 A default (“Default”) means the following events shall constitute a Defaultoccurence of: 7.1 Any representation (a) any failure by the Servicer to remit to the Company or warranty made or deemed made by or on behalf of deposit in the Borrower under or in connection with this AgreementCollection Account, the Escrow Accounts, any Credit Extension, or any certificate or information delivered in connection with this accounts created under the Custodial and Paying Agency Agreement or any other Loan Document shall Other Accounts any amount required to be incorrect so remitted or untrue in any material respect when made or deemed made. 7.2 Nonpayment deposited under the terms of (i) principal of any Loan when due, this Agreement or (ii) the Custodial and Paying Agency Agreement or the LLC Operating Agreement; or (b) any Reimbursement Obligation within five Insolvency Event (5without any cure period other than as may be provided for in the definition of Insolvency Event) Business Days after (i) with respect to the same becomes due, (iii) interest upon any Loan Servicer or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due its Related Parties, or (ivii) with respect to any other obligation Subservicer or liability any of its Related Parties; provided, that any such Insolvency Event under this Agreement or any other Loan Document clause (ii) (that is not otherwise an Insolvency Event under clause (i) hereof) shall not be an Event of Default hereunder (but shall in all events be a default under the applicable Subservicing Agreement) so long as the Servicer shall have fully replaced such affected Subservicer within thirty (30) days after the occurrence of such Insolvency Event; or (c) any failure by the Servicer to duly perform its obligations in (i) Section 5.2(e), which failure continues unremedied for a period of five (5) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same becomes due.to be remedied, shall have been given by the Manager to the Servicer, or (ii) Section 5.2(f) or Section 5.2(g), which failure continues unremedied for a period of twenty-five (25) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given by the Manager to the Servicer; or 7.3 The (d) any failure by the Servicer at any time (i) to be a Qualified Servicer or to renew or maintain any permit or license necessary to carry out its responsibilities under this Agreement in compliance with Law, or (ii) to cause each Subservicer to meet the applicable characteristics of a Qualified Servicer as required under Section 4.1 and to renew or maintain any permit or license necessary to carry out its responsibilities under any Subservicing Agreement, which, in the case of either (i) or (ii), continues unremedied for a period of thirty (30) days after the date on which written notice of such failure requiring the same to be remedied shall have been given by the Manager or the Initial Member to the Servicer; or (e) any failure by the Servicer to cause any Subservicer to comply with the terms of its Subservicing Agreement with the Servicer, the occurrence of a default or material breach by any Subservicer under its Subservicing Agreement or the Borrower failure by the Servicer to replace any Subservicer upon the occurrence of any of such event in accordance with the terms governing material breach or provisions of Section 6.2, 6.3 default under the applicable Subservicing Agreement; or (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 f) any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower other failure (other than a breach which constitutes a Default under another Section of this Article VII) of those specified in any of Section 7.1(a) through (e)) by the terms Servicer to duly observe or provisions perform any other covenants or agreements on the part of the Servicer contained in this Agreement or to perform any Servicing Obligation in compliance with the Servicing Standard, and such failure continues unremedied for a period of thirty (30) days, or such other period as the Manager, with the consent of the Initial Member, and the Servicer agree, after the date on which is written notice of such failure shall have been given by the Manager or the Initial Member to the Servicer; provided, however, that in the case of a failure that cannot remedied be cured within thirty (30) days after written notice is given (or such other period as the Manager, with the consent of the Initial Member, and the Servicer agree) with the exercise of reasonable diligence, the cure period shall be extended for an additional thirty (30) days if the Servicer can demonstrate to the Borrower reasonable satisfaction of the Manager and the Initial Member that the Servicer is diligently pursuing remedial action; and provided, further, that, with respect to any such failure failure under this Section 7.1(f) that relates exclusively to obligations included in any applicable Schedule hereto that can be amended or otherwise modified without the consent of the Initial Member, then no such consent of the Initial Member shall be required with respect to an applicable cure period hereunder so long as the such failure hereunder is not, or would not result in, a failure by the Agent Manager to comply with its obligations under the LLC Operating Agreement and the other Ancillary Documents; or (g) the occurrence of any “Event of Default,” as defined in the LLC Operating Agreement; or (h) receipt by the Manager or any Lender.the Servicer of notice from the Purchase Money Notes Guarantor that an “Event of Default” as defined in the Reimbursement, Security and Guaranty Agreement has occurred and is continuing; or (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 occurrence of any applicable grace period) in the observance or performance Restricted Servicer Change 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 dueControl. 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 It shall be an Event of Default under this Lease if any one or more of the following events shall constitute a occurs (each, an “Event of Default:”): 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or i. Tenant fails to pay in connection with this Agreementfull, 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 days after the same becomes date when due, (iii) interest upon any Loan and all installments of Fixed Basic Rent 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 Additional Rent or any other Loan Document within charges or payments due and payable under this Lease whether or not herein included as rent; provided, however, that Tenant shall have the right to written notice of such failure limited to a maximum of two (2) times during each calendar year of the term of this Lease. ii. Tenant violates or fails to perform or otherwise breaches any agreement, term, covenant or condition contained in this Lease for more than thirty (30) days after the same becomes due. 7.3 The breach by the Borrower receipt of any of the terms written notice thereof from Landlord specifically describing such violation or provisions of Section 6.2, 6.3 (provided that failure and such Default shall be deemed automatically cured or waived upon the delivery of additional time as reasonably necessary to cure if Tenant has commenced to cure within 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 Lenderday period. (i) Failure of the Borrower iii. Tenant becomes insolvent or bankrupt in any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower sense 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 makes an assignment for the benefit of creditors, (iii) apply for, seek, consent tocreditors or if a petition in bankruptcy or for reorganization or for an arrangement with creditors under any federal or state law is filed by or against Tenant, or acquiesce in, a xxxx in equity or other proceeding for the appointment of a receiver, custodian, trustee, examiner, liquidator receiver or similar official for it any of Tenant’s assets is commenced, or if any Substantial Portion of its Propertythe real or personal property of Tenant shall be levied upon by any sheriff, (iv) institute marshal or constable; provided, however, that any proceeding seeking an order for relief brought by anyone other than the parties to this Lease under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventany bankruptcy, or seeking dissolution, winding up, liquidation, reorganization, reorganization arrangement, adjustment or composition of it or its debts under any law relating to bankruptcyinsolvency, insolvency or reorganization or relief of debtorsreadjustment, 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 receivership or similar official law shall be appointed for the Borrower not constitute an Event of Default until such proceeding, decree, judgment 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 order has continued unstayed for a period of ninety more than sixty (9060) 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 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” 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: 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 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 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 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 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 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 All of the Obligations shall, at the Administration’s option and notwithstanding any time allowed by any instrument evidencing an Obligation, be immediately due and payable without notice or demand upon the occurrence of any one (1) or more of the following events (each a “Default”): (a) The Borrower fails to pay the principal amount of the Loan and any applicable interest thereon according to the terms of the Note or a failure by the Borrower to pay the Obligations and any applicable interest thereon when due, whether at maturity or by reason of acceleration or demand pursuant to the terms of the Note or this Agreement or the Financing Documents, as it may apply, which failure shall constitute continue for more than ten (10) days from the date such payment was due and payable; (b) The Borrower ceases to use the Project for the purposes listed on Exhibit A to this Agreement, or represented and as contemplated under this Agreement, or in the Application and the Commitment Letter, for more than thirty (30) days after written notice of such failure shall have been provided by the Administration to the Borrower; (c) If, for any cause whatsoever, except for strikes, acts of God, or other causes beyond the reasonable control of the Borrower, the construction of the Project is at any time discontinued for a Default:period of thirty (30) days, or if the Project, as determined by the Administration, has not been completed or is not progressing in accordance with the Application and the certified energy savings contained in the Application; 7.1 (d) Any Loan proceeds are used for any purpose other than Eligible Project Costs; (e) The Borrower breaches any term, condition, covenant, representation, warranty, or other provision of this Agreement or any of the other Financing Documents, subject to any applicable cure periods; (f) Any representation or warranty made or deemed made by the Borrower in this Agreement or on behalf in any of the Borrower under Financing Documents or in any certificate, report, or opinion (including legal opinions), financial or other statement, or other document furnished at any time in connection with this Agreement, the Loan or herewith or therewith shall prove to have been misleading in any Credit Extension, material respect or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be was incorrect or untrue in any material respect when made made; (g) The Borrower breaches any covenant, agreement or deemed made. 7.2 Nonpayment promise or other provision 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 under the Financing Documents, which breach is not cured within thirty (30) days after from the same becomes due. 7.3 The breach by date the Borrower of any receives written notice of the terms or provisions of Section 6.2breach from the Administration; provided, 6.3 (provided however 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 shall not receive 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) day cure period under this subsection for any breach for which there is a specific Default set forth in this section; (h) Any portion of, or interest in, the Project is sold, leased, subleased, transferred, encumbered, or otherwise conveyed, or a Lien is granted or placed against the Project or the Equipment, without the prior written consent of the Administration; (i) The Borrower fails to comply with any requirement of any Governmental Authority or Law within 30 days after written notice of the requirement is given or within any other time period set by the Governmental Authority or under applicable Law; or if any proceeding is commenced or action taken to enforce any remedy for a violation of any requirement of a Governmental Authority or Law or any restrictive covenant affecting any part of the Project is not stayed or lifted within 30 days; (j) A default or incipient event of default occurs under the terms of any other agreement to which the Borrower by is a party including, without limitation, any bond, debenture, note, or other evidence of Indebtedness of the Agent Borrower which default causes a Material Adverse Change and remains uncured beyond any applicable grace or any Lender.cure period; (k) Any court of competent jurisdiction makes a final order (i) Failure of adjudicating 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 effectbankrupt, (ii) make an assignment for appointing a trustee or receiver of a substantial part of the benefit property of creditorsthe Borrower, (iii) apply approving a petition for, seekor affecting an arrangement in, consent tobankruptcy, a reorganization pursuant to federal bankruptcy law, or acquiesce in, any other judicial modification or alteration of the appointment rights of a receiver, custodian, trustee, examiner, liquidator the Administration or similar official for it or any Substantial Portion of its Propertyother creditors of the Borrower, (iv) institute assuming custody or sequestering any proceeding seeking an order for relief under substantial part of 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 property of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsthe Borrower, or (v) fail to contest within the applicable time period attaching or garnishing any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent substantial part of the Borrower property of the Borrower; or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for if the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property(A) files such petition, 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.or

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 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 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 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 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: 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 pursuant to Section 4.3 of this Agreement, any relevant provision of any Pledge Agreement or any relevant provision of any Subsidiary Guaranty) by or on behalf of the Borrower or any Subsidiary to the Lenders, the Swing Line Lender, the LC Issuer or the Agent under or in connection with this Agreement, any Credit Extension, any Subsidiary Guaranty, any Pledge Agreement or any certificate or information delivered in connection with this Agreement Agreement, any Credit Extension or any other Loan Credit 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 (ia) any Reimbursement Obligation or the principal of any Loan when due, or (iib) interest upon any Loan or Reimbursement Obligation or of any fee payable pursuant to Section 2.7 or Section 2.23(d) within five (5) Business Days days after the same becomes due, or (iiic) interest upon any Loan or of any fee other obligations under any of the Loan Credit Documents not referred to in clauses (a) and (b) above within five (5) Business Days days after receipt by the same becomes due or (iv) any other obligation or liability under this Agreement applicable Borrower of a written demand therefor from the Agent or any other Loan Document within thirty (30) days after the same becomes dueLender, as applicable. 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 6.14of Sections 6.10 through 6.19. 7.4 The breach by the any 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) Agreement, and such breach continues for 30 days after written notice is given the first to the Borrower by the Agent or any Lender. occur of (i) the date the applicable Borrower first knows of such breach or (ii) the date the applicable Borrower receives written notice from any Lender (acting through the Agent) of such breach. 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material IndebtednessIndebtedness when due; or either (iii) the Borrower or any Material Subsidiary of its Subsidiaries shall default in the performance of any term, provision or condition contained in any agreement or agreements under which any Material Indebtedness was created or is governed (after the expiration of and any applicable grace periodperiod(s) expressly set forth therein shall have expired) or (ii) any other event shall occur or condition exist (including any “Amortization Event” or event of like import in connection with the observance Receivables Purchase Facility), (a) the effect of which (under either clause (i) or performance (ii), as the case may be) 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; thereof or (iiib) if such event or condition shall occur under any Receivables Purchase Documents, the effect thereof is to (x) terminate the reinvestment of collections or proceeds of Receivables and Related Security under any Receivables Purchase Document (other than a termination resulting solely from the request of the Borrower or any of its Material Subsidiaries), or (y) cause the replacement of, or permit the investors thereunder to replace, the Person then acting as servicer for the related Receivables Purchase Facility; or the Borrower or any of its 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 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 with respect to it 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 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) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control (each a “Condemnation”), of all or any portion of the Property of the Borrower or any of its Subsidiaries, which, when taken together with all other court order Property of the Borrower and its Subsidiaries, or any of them, so Condemned during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of the consolidated Property of the Borrower and its Subsidiaries. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any one or more judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of other than any amounts paid judgment for which a financially sound and reputable insurer has admitted in writing liability) 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 with adequate reserves set aside on its books in accordance with generally accepted accounting principles. 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 $10,000,000; or any Reportable Event shall occur in connection with any Plan that Plan; or the Borrower or any of its Subsidiaries or any other member of the Controlled Group shall become party to any Multiemployer Plan. 7.11 Except for matters identified on Schedule 6 hereto, the Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Borrower or any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.10 7.12 Any Change in Control shall occur. 7.11 7.13 Other than in connection with any transactions which shall be permitted by the terms hereof or of any other Credit Document or which shall otherwise have been approved in writing by Required Lenders (or, if required by the terms of Section 8.3 and Section 8.4, all of the Lenders), the Borrower shall cease to own at least 80% of the capital stock of each Obligor Subsidiary and each Non-U.S. Subsidiary Borrower. 7.14 The Borrower Parent Guaranty, any Subsidiary Guaranty 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 Pledge Agreement or any Note shall fail to remain in full force or effect effect; or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement; or the Borrower or any Subsidiary shall fail to comply with any of the terms or provisions of the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement to which it is a party and any grace or cure period set forth therein shall have expired; or the Borrower or any Subsidiary denies that it has any further liability under the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement to which it is a party, or gives notice to such effect. 7.15 Any of the following shall occur: (i) any Credit 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 Credit Document, (ii) any Credit Document shall fail to remain in full force or effect, (iii) any action shall be taken to discontinue or to assert the invalidity or unenforceability of any such Loan Credit Document, or (iv) any Borrower shall fail to comply with any of the terms or provisions of any Credit 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 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 SECTION 6.2, SECTION 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 of SECTION 6.9 through 6.18 or 6.14any of Section 6.20 through 6.21. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 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 or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $5,000,000 (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 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 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 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 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 substantial part of its Property, or a proceeding described in Section 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 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 25,000,000 (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 $1,000,000 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 in Control shall occur. 7.11 The Borrower or any other member of 7.12 At such time as the Controlled Group shall have Guaranty has 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 executed and delivered in an amount which, when aggregated accordance 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 ERISASECTION 6.18 and thereafter, 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 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 any Material Subsidiary shall fail to comply with any of the terms or provisions of the Guaranty, or any Material Subsidiary shall deny that it has any further liability under the Guaranty, 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 or any of its Subsidiaries to the Lender 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 Sections 6.2 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 6.146.3. 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 from the Borrower by the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay Indebtedness having a principal amount in the aggregate in excess of $250,000.00 when due (after due; or a default shall occur under any applicable grace period) any Material Indebtedness; (ii) agreements governing Indebtedness having a principal amount in the aggregate in excess of $250,000.00 of the Borrower or any Material Subsidiary or any other event shall default (after occur or condition shall exist, the expiration effect of any applicable grace period) which default, event or condition 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 Indebtedness having a principal amount in the observance aggregate in excess of $250,000.00 of the Borrower or performance any 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 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 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 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 reportable event (as defined in Section 4043 of ERISA) shall occur in connection with any Plan. 7.9. The Borrower or other court order 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 (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 250,000.00 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 or are not covered by insurance. 7.10 Any Change 7.10. The acquisition by any Person, or two or more Persons acting in Control shall occur. 7.11 The Borrower or any other member concert, 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 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 ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectthe Securities and Exchange Commission under the Securities Exchange Act of 1934) of 50% or more of the outstanding shares of voting stock of the Borrower. 7.13 Any material portion of this Agreement or any Note 7.11. The Borrower shall fail to remain in full force comply with the terms of the Security Agreement or effect or any action shall be taken the Trademark Security Agreement and such failure is not cured within thirty days following notice thereof by the Borrower to assert the invalidity or unenforceability of any such Loan DocumentLender.

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 Company or any Subsidiary to the Banks or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information other Loan Document 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 (in the Agreed Currency) 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 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 any Borrower of any of the terms or provisions of Section 6.26.10, 6.3 (provided that such Default shall be deemed automatically cured 6.11, 6.12, 6.14 or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.15, 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 any Borrower (other than a breach which constitutes a Default under another Section 7.1, 7.2 or the preceding sentence of this Article VIISection 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 LenderBank. (i) 7.4 Failure of the Borrower Company or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness in an aggregate principal amount in excess of $200,000,000 within thirty (30) days after any applicable grace period) any Material Indebtednessthe Company knows that such Indebtedness was due; (ii) the Borrower or any Material such Indebtedness of the Company or any 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 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 Company 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 7.5 The Borrower Company or any of its Material Subsidiaries Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws any Debtor Relief Law 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 substantial part of its Propertyproperty, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws any Debtor Relief 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 Debtor Relief Law, (e) take any corporate action to bankruptcy, insolvency authorize or reorganization or relief effect any of debtorsthe foregoing actions set forth in this Section 7.5, or (vf) 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 Company or any of its Material SubsidiariesSubsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any Material Subsidiary or any substantial part of its Material Subsidiaries or any Substantial Portion of its Propertyproperty, or a proceeding described in Section 7.6(iv7.5(iv) shall be instituted against the Borrower Company or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.7 [Reserved.] 7.8 A judgment The Company or other court order any Subsidiary shall fail within sixty (60) days to pay, bond or otherwise discharge, one or more judgments or 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 200,000,000 in the aggregate reasonably be expected to result aggregate, which are not stayed on appeal or otherwise being appropriately contested 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 Effectgood faith. 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 Event of Default: 7.1 Any representation or warranty made or deemed made by or on behalf of any Borrower or Subsidiary to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, Extension or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect being false or untrue misleading in any material respect when made or deemed 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) 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 any Borrower or any Subsidiary 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 6.14of Section 6.12 through Section 6.30. 7.4 The breach by the any Borrower or any Subsidiary (other than a breach which that constitutes a Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which breach is not remedied within thirty (30) 30 days after written the earlier of (a) any Borrower or Subsidiary becomes aware thereof or (b) any Borrower or the Borrowers’ Agent receives notice is given to of the Borrower by the Agent or any Lendersame from Administrative Agent. (i) 7.5 Failure of the any Borrower or any of its Material Subsidiaries Subsidiary to pay when due (after any beyond applicable grace periodgrade periods) any Material Indebtedness; (ii) , the default by any Borrower 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 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 or condition, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness shall 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 Borrower or any Subsidiary being declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or as a result of permitted asset sales) 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 Borrower’s or any of its Material Subsidiaries shall not Subsidiary’s failure to pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Any Borrower or Subsidiary (or with respect to clause (ii) or (iii) only, a Material Borrower; provided that no more than one non-Material Borrower may become subject to any of its Material Subsidiaries shall such provision in any rolling six month period) (i) have has an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter in effect, (ii) make makes an assignment for the benefit of creditors, (iii) apply applies for, seekseeks, consent to, consents to or acquiesce in, acquiesces in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute institutes any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or effect, seeking to adjudicate it a bankrupt or insolvent, 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 fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or (v) fail takes any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section or (vi) fails 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 any Borrower or any of its Material SubsidiariesSubsidiary, a receiver, trustee, examiner, liquidator or similar official shall be is appointed for the such 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 that is not permitted by Section 6.12 is 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 A judgment Any court, government or governmental agency condemns, seizes or otherwise appropriates or takes custody or control of all or any portion of the Property of any Borrower or Subsidiary that, when taken together with all other court order Property of the Borrowers 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 action occurs, constitutes a Substantial Portion. 7.9 Any Borrower or Subsidiary fails within 45 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 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 that, 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 An ERISA Event occurs that, in Control shall occur. 7.11 The Borrower or any other member the opinion 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 whichRequired Lenders, when aggregated taken together 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)ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect. 7.12 The 7.11 Nonpayment by any Borrower or Subsidiary of any other member material Rate Management Obligation when due or the breach by the Borrower of any term, provision or condition in any material Rate Management Transaction or any transaction of the Controlled Group shall have been notified by type described in the sponsor definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Multiemployer Plan that such Multiemployer Plan Lender is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result a party thereto. 7.12 Any Change in a Material Adverse EffectControl. 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 notice, grace or cure period therein provided. 7.14 Any material Collateral Document necessary to create or grant a security interest in the Collateral or to perfect a security interest in the Collateral (the “Material Collateral Documents”) for any reason fails to create a valid and perfected first-priority security interest (subject only to Liens permitted by Section 6.23(g) and (i) and Section 6.23(b) to the extent such Liens are of the type described in Section 6.23(g) or (i)) in any substantial portion of this Agreement the Collateral or any Note shall fail material Collateral purported to be covered thereby, except as permitted by the terms of such Material Collateral Documents, fails to remain in full force or effect or effect, any action shall be is taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any such Loan Material Collateral Document, or any Borrower or Subsidiary fails to comply in any material way with any of the terms or provisions of any Material Collateral Document to which it is a party (subject to any applicable notice, grace or cure periods therein provided).

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 (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: 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 ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue materially false on the date as of which made (it being understood that if any of the representations and warranties made in connection with the definition of "Borrowing Base" are not true and correct as of any material date with respect when made or deemed madeto any Pledged Item, such Pledged Item shall be removed from Eligible Collateral as the sole remedy for such failure). 7.2 7.2. Nonpayment of (i) principal of any Loan Note when duedue (including but not limited to payments required pursuant to Section 2.10.2), (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 fee 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 Sections 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, 6.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.17, 6.19, 6.20, 6.21, 6.22 or 6.146.23. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another any other 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 to occur of (i) receipt of written notice is given to the Borrower by from the Agent or any LenderLender of such breach or (ii) the date that the Borrower obtains knowledge of such breach. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due either (after any applicable grace periodi) any Material Indebtedness; the Capitalized Leases with NBD Bank, Agent's Affiliate, or (ii) any other Indebtedness aggregating in excess of $5,000,000 (collectively, items (i) and (ii) being referred to as "Material Indebtedness"); 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 which has not been waived by the holder or holders of such Material Indebtedness, or any other event shall occur or condition exist which has not been so waived, 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 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 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) 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 (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 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 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 500,000, which is not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. Any Change in Control shall occur. 7.11. The occurrence of any amounts paid "default", as defined in any Loan Document (other than this Agreement or the Notes) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement or the Notes), which default or breach continues beyond any period of grace therein provided. 7.12. The Security Agreement 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 independent third party insurance as the terms of the Security Agreement, or the Security Agreement shall fail to which the relevant insurance company does not dispute coverage) remain in full force or effect or any action shall be rendered against taken to discontinue or to assert the invalidity or unenforceability of the Security Agreement, or the Borrower shall fail to comply with any of the terms 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 provisions of forty-five (45) daysthe Security Agreement. 7.9 7.13. 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 7.14. 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 $500,000 or requires payments exceeding $100,000 per annum. 7.12 7.15. The Borrower representations and warranties set forth in "Section 5.15 Plan Assets; Prohibited Transactions" shall at any time not be true and correct. 7.16. PEC shall breach or default in the performance of its obligations under the PEC Tri-Party Agreement or the subservicing agreement described therein, which breach or default continues beyond any other member period of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan grace therein provided, provided that such Multiemployer Plan is being terminated, within breach or default by PEC shall not constitute a Default if the meaning Borrower has not later than 7 days after the occurrence of Title IV such breach or default (or the expiration of ERISAany grace period, if such termination could reasonably be expected applicable) replaced PEC with a replacement subservicer satisfactory to result in a Material Adverse Effectthe Agent. 7.13 Any material portion 7.17. Greenwich Capital shall breach or default in the performance of this its obligations under the Greenwich Tri-Party Agreement or the Approved Investor Commitment described therein, which breach or default continues beyond any Note shall fail to remain in full force or effect or any action shall be taken by period of grace therein provided unless the Borrower has, prior to assert the invalidity or unenforceability expiration of any such Loan Documentgrace period available to Greenwich Capital with respect to such breach or default, obtained Approved Investor Commitments, and related Tri-Party Agreements, from other Approved Investors covering Eligible Collateral having an aggregate Borrowing Base value at least equal to the then-existing Coverage Requirement. 7.18. The Borrower shall breach or default in the performance of the Borrower's obligations under the Approved Investor Commitment issued to the Borrower by Greenwich Capital, which breach or default, if subject to cure under the terms thereof, continues without cure or waiver beyond a date that is two (2) Business Days prior to the expiration of the cure period available to the Borrower thereunder.

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 Co-Borrowers, 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, (ii) any Reimbursement Obligation within five (5) Business Days after commitment fee, undrawn 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 Co-Borrowers 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 Co-Borrowers or Parent Guarantor of any of the terms or provisions of Section Sections 2.21, 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 Co-Borrowers or Parent Guarantor), 6.106.8, 6.126.10(a)(ii), 6.13 6.12 (after the period of ten (10) Business Days described therein), 6.13, 6.14, 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 Co-Borrowers or 6.14Parent Guarantor), 6.19, 6.20, 6.21, 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 Co-Borrowers 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 Texas Hotel Ground Lease or the Lien of the Mortgages or the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Co-Borrowers; 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 Co-Borrowers; 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 Co-Borrowers or Parent Guarantor), 6.36, 6.37, 6.39 or 6.40. 7.4 The breach by the Borrower Co-Borrowers 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 Business Days after written notice from the Administrative Agent to Co-Borrowers 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 Co-Borrowers or Parent Guarantor, provided that if Co-Borrowers 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 Co-Borrowers 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 Co-Borrowers' or any LenderParent Guarantor's receipt of the initial written notice of breach or default. (i) Failure of the Borrower 7.5 Co-Borrowers, 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 $5,000,000. 7.6 The Borrower Either of the Co-Borrowers, 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 Co-Borrowers, 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 either Co-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 either Co-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 either Co-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 either Co-Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida or the Project 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 either Co-Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida or the Project 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 either Co-Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida or the Project, and the aggregate reasonably be expected amount of any or all of the foregoing with respect to result in a Material Adverse Effect either Co-Borrower and either the Opryland Hotel Florida or any Reportable Event shall occur in connection the Project exceeds $100,000 or with any Plan that could reasonably be expected respect to have a Material Adverse EffectCo-Borrowers, Parent Guarantor, Subsidiary Guarantors taken together exceeds $1,000,000. 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 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 7.1. Any representation or warranty made or deemed made by or on behalf of the Parent, Borrower or any of its Subsidiaries to the Lender 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 monetary 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) business days after the same becomes due. 7.3 7.3. The breach by the Parent or 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 6.146.4. 7.4 7.4. The breach by the Parent or 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) twenty business days after written notice is given to from the Borrower by the Agent or any Lender. (i) 7.5. Failure of the Parent or the Borrower or any of its Material Subsidiaries Guarantor to pay Indebtedness in an amount in excess of $10,000,000 when due (after due; or a default shall occur under any applicable grace period) agreement governing any Material Indebtedness; (ii) Indebtedness of the Parent or the Borrower or any Material Subsidiary Guarantor in an amount in excess of $10,000,000 or any other event shall default (after occur or condition shall exist, the expiration effect of which default, event or condition 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 applicable grace period) Indebtedness of the Parent or the Borrower or any Guarantor in the observance or performance an amount in excess of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness $10,000,000 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, however, that the foregoing shall not apply to any mandatory prepayment cure or optional redemption waiver of any third party Indebtedness which would be required to be repaid default described in connection with this Section 7.5 shall result in automatic cure of the consummation of a transaction corresponding Default under this Section 7.5 without any action by the parties hereto; or the Parent or 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 Parent or 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 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.adjustment

Defaults. The occurrence of any one or more of the following events shall constitute a Default or an Event of Default: 7.1 Section 7.1. Any representation or warranty made or deemed made by or on behalf of any Borrower or any of its Subsidiaries to the Borrower Lender 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 Section 7.2. Borrowers’ failure to pay (i) principal of any Loan when due, (ii) interest upon any Reimbursement Obligation within five (5) Business Days after the same becomes dueLoan, or (iii) interest upon any Loan the Unused Commitment Fee, or of any fee 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 when due. 7.3 Section 7.3. The breach by the Borrower or any of its Subsidiaries (i) 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 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, 6.12, 6.13 and 6.18, or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VIIii) of any of the terms or provisions of this Agreement Agreement, other than those listed in the preceding item (i), which default or breach is not remedied within thirty twenty (3020) days after written notice is given to from the Borrower by the Agent or Lender continues beyond any Lenderperiod of grace therein provided. (i) Section 7.4. Failure of the any Borrower or any of its Material Subsidiaries to pay when due (after giving effect to any notice and applicable grace periodperiods) any Indebtedness aggregating in excess of $500,000 (“Material Indebtedness”); (ii) or the default by 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 of any covenant event is to cause such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as of a result thereof such Material Indebtedness 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 . Section 7.5. A 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 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 or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.5, (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.6, or (vii) the Borrowers or any of its Subsidiaries shall not pay, subject to applicable grace periods, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Section 7.6. Without the application, approval or consent of the any Borrower or any of its Material Subsidiaries, Subsidiaries a receiver, trustee, examiner, liquidator or similar official shall be appointed for the a Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.5(iv) shall be instituted against the a 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 Section 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 Borrowers and its Subsidiaries which, when taken together with all other court order Property of the Borrowers 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. Section 7.8. The Borrowers 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 $100,000,000 500,000 in the aggregate, or (net of 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 Section 7.9. The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect shall exceed $250,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to would have a Material Adverse Effect. 7.10 Section 7.10. Any Change in Control shall occur. 7.11 Section 7.11. The Borrower occurrence of any “Default”, or an “Event of Default” as defined in any Loan Document (other than this Agreement and the Collateral Documents) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement and the Collateral Documents), which default or breach is not remedied within twenty (20) days after written notice from the Lender continues beyond any period of grace therein provided. Section 7.12. Any Collateral Document shall fail for any reason (other than any action taken or omitted to be taken by the Lender) to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document 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 Collateral 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 Collateral Document, or the Borrowers, or any Subsidiary shall fail to comply with any of the terms or provisions of any Collateral Document, except to the extent (i) said failure is not expected (as determined by the Lender in its sole discretion) to have a Material Adverse Effect, and (ii) said failure shall be remedied within twenty (20) days after written notice from the Lender.

Defaults. The occurrence of any one or more of A default (“Default”) means the following events shall constitute a Defaultoccurence of: 7.1 Any representation (a) any failure by the Servicer to remit to the Company or warranty made or deemed made by or on behalf of deposit in the Borrower under or in connection with this AgreementCollection Account, the Escrow Accounts, any Credit Extension, or any certificate or information delivered in connection with this accounts created under the Custodial and Paying Agency Agreement or any other Loan Document shall Other Accounts any amount required to be incorrect so remitted or untrue in any material respect when made or deemed made. 7.2 Nonpayment deposited under the terms of (i) principal of any Loan when due, this Agreement or (ii) the Custodial and Paying Agency Agreement or the LLC Operating Agreement; or (b) any Reimbursement Obligation within five Insolvency Event (5without any cure period other than as may be provided for in the definition of Insolvency Event) Business Days after (i) with respect to the same becomes due, (iii) interest upon any Loan Servicer or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due its Related Parties, or (ivii) with respect to any other obligation Subservicer or liability any of its Related Parties; provided, that any such Insolvency Event under this Agreement or any other Loan Document clause (ii) (that is not otherwise an Insolvency Event under clause (i) hereof) shall not be an Event of Default hereunder (but shall in all events be a default under the applicable Subservicing Agreement) so long as the Servicer shall have fully replaced such affected Subservicer within thirty (30) days after the occurrence of such Insolvency Event; or (c) any failure by the Servicer to duly perform its obligations in (i) Section 5.2(e), which failure continues unremedied for a period of five (5) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same becomes due.to be remedied, shall have been given by the Manager to the Servicer, or (ii) Section 5.2(f) or Section 5.2(g), which failure continues unremedied for a period of twenty-five (25) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given by the Manager to the Servicer; or 7.3 The (d) any failure by the Servicer at any time (i) to be a Qualified Servicer or to renew or maintain any permit or license necessary to carry out its responsibilities under this Agreement in compliance with Law, or (ii) to cause each Subservicer to meet the applicable characteristics of a Qualified Servicer as required under Section 4.1 and to renew or maintain any permit or license necessary to carry out its responsibilities under any Subservicing Agreement, which, in the case of either (i) or (ii), continues unremedied for a period of thirty (30) days after the date on which written notice of such failure requiring the same to be remedied shall have been given by the Manager or the Initial Member to the Servicer; or (e) any failure by the Servicer to cause any Subservicer to comply with the terms of its Subservicing Agreement with the Servicer, the occurrence of a default or material breach by any Subservicer under its Subservicing Agreement or the Borrower failure by the Servicer to replace any Subservicer upon the occurrence of any of such event in accordance with the terms governing material breach or provisions of Section 6.2, 6.3 default under the applicable Subservicing Agreement; or (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 f) any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower other failure (other than a breach which constitutes a Default under another Section of this Article VII) of those specified in any of Section 7.1(a) through (e)) by the terms Servicer to duly observe or provisions perform any other covenants or agreements on the part of the Servicer contained in this Agreement or to perform any Servicing Obligation in compliance with the Servicing Standard, and such failure continues unremedied for a period of thirty (30) days, or such other period as the Manager, with the consent of the Initial Member, and the Servicer agree, after the date on which is written notice of such failure shall have been given by the Manager or the Initial Member to the Servicer; provided, however, that in the case of a failure that cannot remedied be cured within thirty (30) days after written notice is given (or such other period as the Manager, with the consent of the Initial Member, and the Servicer agree) with the exercise of reasonable diligence, the cure period shall be extended for an additional thirty (30) days if the Servicer can demonstrate to the Borrower reasonable satisfaction of the Manager and the Initial Member that the Servicer is diligently pursuing remedial action; and provided, further, that, with respect to any such failure failure under this Section 7.1(f) that relates exclusively to obligations included in any applicable Schedule hereto that can be amended or otherwise modified without the consent of the Initial Member, then no such consent of the Initial Member shall be required with respect to an applicable cure period hereunder so long as the such failure hereunder is not, or would not result in, a failure by the Agent Manager to comply with its obligations under the LLC Operating Agreement and the other Ancillary Documents; or (g) the occurrence of any “Event of Default,” as defined in the LLC Operating (h) receipt by the Manager or any Lender.the Servicer of notice from the Purchase Money (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 occurrence of any applicable grace period) in the observance or performance Restricted Servicer Change 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 dueControl. 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 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 as of which made or deemed made. 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 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 6.146.1 and Sections 6.10 through and including 6.26. 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) 10 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 aggregating in excess of $5,000,000 (after any applicable grace period) any “Material Indebtedness”); (ii) or 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 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 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 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, 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 (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 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 12 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 5,000,000 (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 or such case, is/are not fully 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 on appeal or bonded pending appeal for a period of forty-five (45) daysotherwise being appropriately 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 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 $5,000,000 or requires payments exceeding $2,000,000 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 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 $5,000,000. 7.13 The Borrower or any other member of the Controlled Group shall have been notified by any court or governmental agency (including the Internal Revenue Service, the United States Department of Health and Human Services, the United States Department of Labor or the PBGC) that it may be subject to Benefit Liabilities in an aggregate amount outstanding for the Borrower and the Controlled Group in excess of $5,000,000. 7.14 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 result in have a Material Adverse Effect. 7.13 7.15 Any material portion Change in Control shall occur. 7.16 The occurrence of any “default”, as defined in any Loan Document (other than this Agreement 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. 7.17 Nonpayment by the Borrower or any Note Subsidiary of any Rate Management Obligation within five Business Days of when due or the breach by the Borrower or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction. 7.18 The Guaranty 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 any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty, or any Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such effect. 7.19 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 this Agreement or 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 such Loan Collateral Document.

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 Operating Partnership, 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 6.2Sections 8.2 and 8.6 through 8.11, 6.3 (provided provided, however, 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 any breach of the Borrower’s terms or provisions of Section 8.9 or Section 8.10 of this Agreement, such breach may be remedied by a voluntary principal prepayment of the Loans within ten (10) Business Days after written notice from the Administrative Agent or any Material Subsidiary’s existence)Lender of such breach in an amount which, 6.10if made at the beginning of the period measured for which there is a Default, 6.12, 6.13 or 6.14would have resulted in compliance with the applicable covenant for such period. 7.4 9.4 The breach by the Operating Partnership, 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 Operating Partnership, 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 Operating Partnership, 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, including, without limitation, any default under the Operating Partnership Credit Agreement 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 Operating Partnership, 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 Operating Partnership, 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 Operating Partnership, the General Partner, the Borrower or any of its Material their Subsidiaries that has more than $20,000,000 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 Operating Partnership, the General Partner, the Borrower or any Subsidiary that has more than $20,000,000 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 Operating Partnership, 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 Operating Partnership, the General Partner, the Borrower and their Subsidiaries which, when taken together with all other Property of the Operating Partnership, 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 Operating Partnership, 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 Operating Partnership, 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 Operating Partnership, 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 Operating Partnership, 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 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 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, (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 The breach by the Borrower of any of the terms or provisions of Article 6, 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 or 6.13, 6.14, 6.15, 6.16, 6.17 and 6.18. 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 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 (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 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 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.. 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 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 A judgment 7.7 The Borrower or other court order 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 5,000,000 (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) days. 7.9 appropriately contested in good faith. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $1,000,000 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 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 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) 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 SECTION 6.2, SECTION 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 of SECTION 6.9 through 6.18 or 6.14any of SECTION 6.20 through 6.21. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 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 or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $5,000,000 (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 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 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 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 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 substantial part of its Property, or a proceeding described in Section 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 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 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 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 in a Material Adverse Effect aggregate, 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.37

Defaults. The occurrence of any one or more Each of the following events shall constitute a “Default” under this Agreement and the other Loan Documents: 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) failure of Borrower to make any payment of interest or principal of any Loan when duedue under the Note, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Instrument or of any fee under any of the other Loan Documents within five (5) Business Days calendar days after such amount is due; (ii) failure of Borrower (except as set forth under clause (i) above) to pay any amount, costs, expenses or fees (including attorneys’ fees) of Lender, as required by any provision of the same becomes due or (iv) any other obligation or liability under Note, the Instrument, this Agreement or any of the other Loan Document Documents within ten (10) days after Lender’s written demand for such amount; (iii) failure of Borrower (except as set forth under clauses (i), (ii), (iv), (v), (viii) or (x) of this Section 7(a)) to comply with or perform, or any breach or violation by Borrower of, any warranty, representation, covenant, agreement, prohibition, restriction or condition contained in this Agreement, in the Note, the Instrument, or in any of the other Loan Documents, which failure or breach or violation continues uncured to Lender’s reasonable satisfaction for thirty (30) calendar days after the same becomes due. 7.3 The delivery by Lender of written notice to Borrower describing such failure or breach by the Borrower of any of the terms or provisions of Section 6.2violation; provided, 6.3 (provided however, that if such Default failure or breach or violation 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 be curable within said thirty (30) calendar day period and Borrower is diligently attempting to cure such failure or breach or violation within such thirty (30) calendar day period, then such failure or breach or violation shall not constitute a Default unless it shall continue uncured to Lender’s reasonable satisfaction for sixty (60) calendar days after the delivery by Lender of such notice to Borrower; (iv) the construction of the Improvements has been interrupted in violation of the terms and conditions set forth in this Agreement or the other Loan Documents, except if the construction is temporarily interrupted by virtue of labor unrest, materials shortage, natural disaster, weather, Acts of God, and other causes beyond the reasonable control of the Borrower; Borrower has given Lender written notice of the interruption specifying the cause of the interruption and the expected time of the interruption within ten (10) days after such interruption is given to encountered, and no such interruption shall exceed 60 days in the Borrower aggregate; (v) the Improvements are not fully completed on or before the Completion Date; provided, however that the time for completion of the Improvements shall be extended by the Agent period of time, if any, that construction is delayed by virtue of labor unrest, materials shortage, natural disaster, weather, Acts of God, and other causes beyond the reasonable control of the Borrower; provided, however, that no such extension shall be permitted with respect to any delay unless written notice of the delay specifying the cause of the delay and the expected time of the delay is delivered to Lender within ten (10) days after such delay is encountered, and no such extension shall exceed 60 days in the aggregate; (vi) an unauthorized Encumbrance has been filed or otherwise asserted against the Property or Collateral or any Lender.part thereof and such Encumbrance has not been released or bonded over as required by this Agreement or the other Loan Documents; (vii) Lender believes in good faith that: (i) Failure of the Improvements materially deviate or shall materially deviate from the Plans and Specifications and other information and materials provided to Lender or contain any material defects in workmanship or materials which deviations or defects the Borrower or any of its Material Subsidiaries shall not have commenced to pay when due correct within seven (7) days from Lender’s notice to Borrower thereof and thereafter diligently pursued the correction thereof to completion as quickly as reasonably possible, not to exceed 30 days after any applicable grace period) any Material Indebtednesssuch notice; (ii) the Borrower Improvements cannot be completed in accordance with the Plans and Specifications and other information and materials provided to Lender for the remaining Loan proceeds; or (iii) Borrower, any Guarantor, the Engineer or the General Contractor has suffered a material adverse change in its financial condition, business operations, or property; (viii) except as provided in and permitted under the Note or Instrument, any sale, assignment, transfer, conveyance, mortgaging, encumbering or other change in, or collateral assignment of, the legal title to or beneficial interest in the Property or Borrower, or any Material Subsidiary part thereof, or any interest therein, including, without limitation, the granting of any subordinate lien, whether voluntarily or involuntarily by operation of law and whether or not of record or for consideration; (ix) any default shall default (occur under any of the other Loan Documents which remains uncured after the expiration of any applicable grace notice and/or cure period; (x) in a material misrepresentation or material error or withholding of material information by Borrower incident to the observance Loan or performance the Loan Documents; and (xi) the occurrence of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared event deemed to be due and payable a default under paragraphs 7(b) or required to be prepaid or repurchased (other than by a regularly scheduled payment7(c) 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 duehereof. 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 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) due 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 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2SECTION 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 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. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 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 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 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(ivSECTION 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 (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 7.12. 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 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. Section 8.1. Events of Default ----------------- The occurrence following shall each constitute an "Event of Default" hereunder: (a) the failure of the Borrower to make any payment of principal on the Loans when due and payable; or (b) the failure of the Borrower to make any payment of interest, Fees, expenses or other amounts payable under any Loan Document or otherwise to the Lender with respect to the loan facilities established hereunder within three Business Days of the date when due and payable; or (c) the failure of the Borrower to observe or perform any covenant or agreement contained in Section 6.3(i), 6.9, 6.10, 6.12 or Article 7; or (d) the failure of any one Loan Party to observe or more perform any other term, covenant, or agreement contained in any Loan Document to which it is a party and such failure shall have continued unremedied for a period of the following events 30 days after such Loan Party shall constitute a Default:have obtained knowledge thereof; or 7.1 Any (e) any representation or warranty made or deemed made by or on behalf of the Borrower under or any Subsidiary (or by an officer thereof on its behalf) in any Loan Document or in connection with this Agreementany certificate, any Credit Extensionreport, opinion (other than an opinion of counsel) or any certificate other document delivered or information to be delivered in connection with this Agreement or any other Loan Document pursuant thereto, shall be prove to have been incorrect or untrue misleading (whether because of misstatement or omission) in any material respect when made or deemed made.; or 7.2 Nonpayment of (if) 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 failure of the Loan Documents within five (5) Business Days after the same becomes Borrower to make any payment when due or (iv) within 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 6.2grace period, 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 failure of the Borrower or any Subsidiary to make any payment (whether of its principal or interest and regardless of amount) in respect of Material Subsidiaries to pay Liabilities when due or within any grace period for the payment thereof; or (g) any event or condition occurs that results in any Material Liability becoming or being declared to be due and payable prior to the scheduled maturity thereof, or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Liability or any trustee or agent on its or their behalf to cause any Material Liability to be due and payable, or to require the prepayment, repurchase, redemption or defeasance thereof, in each case prior to the scheduled maturity thereof (in each case after giving effect to any applicable grace period), provided that this clause (g) any Material shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the properly or assets securing such Indebtedness; or (iih) 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 suspend or discontinue its business (except to it under the Federal bankruptcy laws as now or hereafter in effectextent permitted by Section 6.3), (ii) make an assignment for the benefit of creditors, (iii) generally not be paying its debts as such debts become due, (iv) admit in writing its inability to pay its debts as they become due, (v) file a voluntary petition in bankruptcy, (vi) become insolvent (however such insolvency shall be evidenced), (vii) file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment of debt, liquidation or dissolution or similar relief under any present or future statute, law or regulation of any jurisdiction, (viii) petition or apply forto any tribunal for any receiver, custodian or any trustee for any substantial part of its property, (ix) be the subject of any such proceeding filed against it which remains undismissed for a period of 45 days, (x) file any answer admitting or not contesting the material allegations of any such petition filed against it or any order, judgment or decree approving such petition in any such proceeding, (xi) seek, approve, consent to, or acquiesce inin any such proceeding, or in the appointment of a any trustee, receiver, sequestrator, custodian, liquidator, or fiscal agent for it, or any substantial part of its property, or an order is entered appointing any such trustee, receiver, custodian, trustee, examiner, liquidator or similar official fiscal agent and such order remains in effect for it 45 days, or (xii) take any formal action for the purpose of effecting any of the foregoing or looking to the liquidation or dissolution of the Borrower or such Material Subsidiary; or (i) an (i) order or decree is entered by a court having jurisdiction (A) adjudging the Borrower 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 Material Subsidiary bankrupt or insolvent, or (B) approving as properly filed a petition seeking dissolution, winding upreorganization, 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 respect of the Borrower or any Material Subsidiary under the bankruptcy or insolvency laws of its Material Subsidiariesany jurisdiction, (C) appointing a receiver, liquidator, assignee, trustee, examinercustodian, liquidator sequestrator (or other similar official shall be appointed for official) of the Borrower or any Material Subsidiary or of its Material Subsidiaries or any Substantial Portion substantial part of its Propertythe property of any thereof, or a proceeding described in Section 7.6(iv(D) shall be instituted against ordering the winding up or liquidation of the affairs of the Borrower or any of its Material Subsidiaries Subsidiary, and any such appointment decree or order continues undischarged or such proceeding continues undismissed or unstayed and in effect for a period of ninety 45 days or (90ii) 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 relief against the Borrower or any Material Subsidiary and such judgment is entered under the bankruptcy or order insolvency laws of any jurisdiction; or (j) judgments or decrees against the Borrower or any Subsidiary aggregating in excess of $100,000 (unless adequately insured by a solvent unaffiliated insurance company which has acknowledged coverage) shall continue without being vacatedremain unpaid, dischargedunstayed on appeal, satisfied undischarged, unbonded or stayed or bonded pending appeal undismissed for a period of forty-five 30 days; or (45k) days.any Loan Document shall cease, for any reason, to be in full force and effect (other than in accordance with its terms), or any Loan Party shall so assert in writing or shall disavow any of its obligations thereunder; or 7.9 The Unfunded Liabilities of all Single Employer Plans could (l) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on, and security interest in, any Collateral, with the priority required by the applicable Security Document; or (m) an ERISA Event shall have occurred that, in the aggregate opinion of the Lender, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect liability of the Borrower and the Subsidiaries which would, individually or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to the aggregate, have a Material Adverse Effect.effect; or 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of (n) the Controlled Group shall have been notified by the sponsor occurrence of a Multiemployer Plan that it has incurred, pursuant to Section 4201 Change 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 EffectControl. 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 Parent or any of its Subsidiaries to the Borrower Lenders or the Agent under or in connection with this AgreementAgreement or any amendment or modification hereof or waiver hereunder, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Loan Document shall be incorrect or untrue false in any material respect when made or deemed 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 Default, as applicable), 6.4 (with respect to the Borrower’s 6.2 or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.25. 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) twenty days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower Parent or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; or the default by Parent 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 any Material Subsidiary shall default (after the expiration Indebtedness of Parent 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 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 Parent 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 7.6. Parent 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 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 7.7. Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent 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 Parent 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 Parent and its Subsidiaries which, when taken together with all other court order Property of Parent 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. Parent or any of its Subsidiaries 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 1,000,000 (net of 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 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 Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower Plan. 7.11. Nonpayment by Parent or any other member of its Subsidiaries of any Rate Management Obligation when due or the breach by Parent or any of its Subsidiaries of any term, provision or condition contained in any Rate Management Transaction or any transaction of the Controlled Group shall have been notified by type described in the sponsor definition of “Rate Management Transactions,” whether or not any Lender or Affiliate 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 Lender is a Material Adverse Effectparty thereto. 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 Puget Energy or on behalf of any Subsidiary to the Borrower 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 or Puget Energy 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 6.13, 6.14, 6.16 or 6.146.17. 7.4 The breach by the Borrower or Puget Energy (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 Puget Energy 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 Puget Energy and/or any of its 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 the expiration Indebtedness of Puget Energy 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 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 Puget Energy 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 Borrower, Puget Energy 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 Borrower, Puget Energy or any of its Material SubsidiariesSignificant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, Puget Energy 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 Borrower, Puget Energy 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, Puget Energy 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 Puget Energy and/or any of its 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 (iii) 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 Puget Energy and/or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by Puget Energy, 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 The Borrower or 7.12 Puget Energy 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 Puget Energy 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 Borrower 7.13 Any of the following events occurs with respect to any Benefit Plan of Puget Energy 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 terminate any such Benefit Plan, (e) the implementation by Puget Energy or any ERISA Affiliate thereof of any steps to terminate any such Benefit Plan, or (f) the receipt of notice by Puget Energy or any ERISA Affiliate thereof that any Multiemployer Benefit Plan is in a Material Adverse Effectreorganization 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 Puget Energy and/ or any ERISA Affiliates thereof to liability in excess of $25,000,000 in the aggregate. 7.13 Any material portion of this Agreement or any Note 7.14 The Guaranty shall fail to remain in full force or effect and effect, or any action shall be taken by to discontinue the Borrower Guaranty or to assert the invalidity or unenforceability thereof, or any Guarantor shall fail to comply with any of the terms or provisions thereof, or any Guarantor shall deny that it has any further liability thereunder or shall give notice to such Loan Documenteffect.

Defaults. The occurrence of any one or more Each of the following events shall constitute be an event of default (a "Default") under this Lease: 7.1 Any representation i. Tenant shall fail to pay any Tenant Direct Expenses which are required to be reimbursed to Landlord or warranty made other Additional Rent or deemed made by or on behalf of the Borrower under or in connection with this AgreementExtended Term Monthly Base Rent (if applicable) (collectively, any Credit Extension, or any certificate or information delivered in connection with this Agreement "Rent") or any other Loan Document sum due and payable to Landlord under this Lease within ten (10) days after receipt of written notice from Landlord that the same is overdue; ii. Any insurance required to be maintained by Tenant pursuant to this Lease shall be incorrect canceled or untrue terminated or shall expire or shall be reduced or materially changed; iii. Tenant shall assign, sublease or otherwise transfer or attempt to transfer all or any portion of Tenant's interest in this Lease or the Property to any material respect when made party other than as permitted hereunder, or deemed made.Tenant's interest in this Lease shall be attached, executed upon, or otherwise judicially seized and such action is not released within ninety (90) days of the action; 7.2 Nonpayment of (i) principal iv. Tenant shall fail to discharge, bond over or otherwise obtain the release of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after lien placed upon the same becomes due, (iii) interest upon any Loan or Property in violation 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 Lease 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 notice to Tenant 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 lien is filed against the Property; v. Tenant shall: (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, (iiA) make an a general 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 Guarantor 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 the Loans when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan the Loans 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 duewritten notice from Agent. 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 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, provided, that if such breach by its nature can be cured, then so long as the continued operation and safety of the Collateral Properties, and the priority, validity and enforceability of the liens created by the Collateral Documents and the value of the Collateral Properties are not impaired, threatened or jeopardized, Borrower shall have an additional period of not to exceed 60 days after receipt of such written notice from Agent or any Lender to cure such breach, so long as 35 Borrower commences to cure such breach during the initial 30 day period and diligently and in good faith continues attempting to effect such cure. (i) Failure of the 7.4 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 either 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 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 7.4 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.5. 7.7 7.5 Without the application, approval or consent of the Borrower or any of its Material Subsidiarieseither Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Material Subsidiaries or any Substantial Portion substantial portion of its Property, or a proceeding described in Section 7.6(iv7.4(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) 30 consecutive days. 7.8 A judgment 7.6 Any court, government or other court order governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any material portion of the Property of the Borrower or any Guarantor. 7.7 Borrower or either 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 $100,000,000 100,000 in the aggregate, or (net 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 such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.8 A breach of any amounts paid of the covenants contained in Sections 6.14, 6.17 or covered by independent third party insurance as to which 6.18 or the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or occurrence of 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) daysChange in Control. 7.9 The Unfunded Liabilities failure of all Single Employer Plans could Guarantor to comply with any of the financial or other covenants contained in Section 8 of the Guaranty. 7.10 The occurrence of any "Default" or "Event of Default" under any Loan or Credit Agreement between Bank One, as agent or individually, and either or both of the Guarantors. 7.11 Borrower shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the aggregate reasonably be expected to result case of an event described in a Material Adverse Effect clause (i) or any Reportable Event shall occur in connection with any Plan that clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change 7.12 The occurrence of any "Event of Default", as defined in Control shall occur. 7.11 The Borrower 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 it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all any Loan Document (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 notificationthan this Agreement), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower which default or breach continues beyond any other member period 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 Effectgrace therein provided. 7.13 Any material portion 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 of this Agreement any Collateral Document, or any Note Collateral 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 Collateral Document, or the Borrower shall fail to comply with any of the terms or provisions of any Collateral Document. 7.14 The occurrence of an "Event of Default" under any Ground Lease, regardless of whether or not such Event of Default is cured by Agent or any Lender.