Common use of Enumeration of Events of Default Clause in Contracts

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for five days; (b) default shall be made by any of the Borrowers in the due observance or performance of any of its obligations under the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), such default shall continue for ten days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowers; (c) any representation or warranty made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment or decree shall be entered against any of the Borrowers by any court of competent jurisdiction or by any other Governmental Authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and such order, judgment or decree shall not be dismissed or stayed within 60 days; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.

Enumeration of Events of Default. Any of the following events shall constitute an Event of DefaultDefault as that term is used herein: (a) default Default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement Agreement, the Note, or any Fee provided for herein and said default is not remedied within ten (10) days after the Notes or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower same is a party and such default shall continue unremedied for five daysdue; (b) default An Event of Default as defined in any Loan Document shall have occurred; (c) Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under the Loan Documents to which the relevant Borrower is a partyobligations, and, as to compliance with the obligations of covenants or agreements contained in any of the Borrowers under Article V (other than Section 5.14), such default shall continue for ten days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other BorrowersLoan Documents; (cd) any Any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (de) default Default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess evidence of $500,000 in the aggregate as to the relevant Borrower indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of beyond the period of graceapplicable grace period, if any, with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which thereto and such default is not permanently dismissed or discharged within 60 days after being contested in good faith by the levyBorrower; (f) any of the Borrowers The Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency ProceedingProceeding concerning Borrower, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an An order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, assets and such order, judgment or decree shall not be dismissed or stayed within 60 days30 days after the issuance and entry thereof; (h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect; (i) A final and non-appealable order, judgment or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000, 100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 60 days or is not fully covered by insurance30 days; (ij) any Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §§ 1961 et seq.), . the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien lien in favor of the Agent Bank without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of the Borrowers The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, ; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kl) any Any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party;; or (m) any The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Borrowers purports to revokeCollateral has, terminate or rescind any Loan Document or any provision of any Loan Documentwill be, materially decreased; or (n) any The dissolution or loss of legal existence of the Borrowers shall make any payment on any Equity Owner Indebtedness Borrower; (o) A Change in violation Management of the provisions of the Subordination AgreementBorrower shall occur.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for five daysDocument; (b) default shall be made by any of the Borrower and/or the Co-Borrowers in the due observance or performance of any of its their respective obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or actual knowledge thereof by the relevant Borrower or any of and/or the other Co-Borrowers; (c) any representation or warranty made by any of the Borrower and/or the Co-Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrower and/or the Co-Borrowers (as principal or guarantor or other surety) in the payment or performance of any bondIndebtedness including, debenture, note or other Indebtedness in excess of $500,000 in the aggregate as but not limited to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any Reducing Revolving Line of the foregoingCredit, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower and/or the Co-Borrowers shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Property of any of Borrower and/or the BorrowersCo-Borrowers to obtain the Loan, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of the Borrower and/or the Co-Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of either the Borrower and/or the Co- Borrowers by any court of competent jurisdiction or by any other Governmental Authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and such order, judgment or decree shall not be dismissed or stayed within 60 days; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.duly

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for five days;Document. (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any obligation of its obligations the Borrower under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of written notice thereof to the relevant Borrower or Borrowers by the Agent or actual knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender and/or the Lenders in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, 100,000 and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article , the satisfaction or curing of which is a condition precedent to the right of the Property Borrower to obtain a Loan or for the issuance of any a Letter of the BorrowersCredit, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of the Borrowers Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it their or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it their or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 90 days; (h) the levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000100,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance30 days; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §Section 1961 et seqET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent for the benefit of the Lenders without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of the Borrowers Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its their Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinderlaw, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kl) any Security Document Instrument shall for any reason (other than the Agent's or the Lender's fault or negligence) not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party;thereby and not cured within 30 days; and (m) any the occurrence of a Material Adverse Effect and the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision same shall remain unremedied for in excess of any Loan Document; or (n) any of 30 days after notice given by the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination AgreementAgent.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by any Borrower in the payment when due of any installment of principal or interest under (including, without limitation, any mandatory prepayment payable pursuant to Section 2.06 of this Agreement Agreement) on the Note or the Notes or in the payment any other monetary obligation payable hereunder when due of due, including, without limitation, any fee or other sum payable under any Loan Document due to which the relevant Borrower is a party and such default shall continue unremedied for five daysBank hereunder; (b) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under affirmative covenant required in this Agreement, the Loan Documents to which Note or the relevant Borrower is a party, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), Security Instruments and such default shall continue continues for ten more than thirty (30) days after the Table of Contents earlier of of: (i) any Borrower having knowledge thereof, or (ii) any Borrower receiving written notice thereof from the Bank, provided that, such thirty (30) day grace period shall not apply to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowersa default under Section 5.36; (c) Default shall be made by any Borrower in the due observance or performance of any negative covenant required in this Agreement, the Note or the Security Instruments and such default continues for more than five (5) days after the earlier of: (i) any Borrower having knowledge thereof, or (ii) any Borrower receiving written notice thereof from the Bank, provided that, such five (5) day grace period shall not apply to a default under Sections 6.04, 6.06, 6.07, 6.15, or 6.16; (d) Any representation or warranty herein made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by any Borrower to the Agent or any Lender Bank in connection herewith proves to have been untrue in any respect material respect to any Borrower as of the date the facts therein set forth were stated or certified; (de) default Default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in express of $50,000 in the aggregate; and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) , with the levy against any significant portion effect of accelerating the Property maturity of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levysuch material Indebtedness; (f) any of the Borrowers shall (i) apply Any Borrower discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceedinga case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor’s relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors of all creditors, or substantially all of its assets, (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor’s relief or other similar Law of the United States, the State of Texas or any other jurisdiction; (g) an An order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor’s relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 60 days;ten (10) days of its entry; Table of Contents (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Any Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them, (ii) ; or has made or suffered a transfer of any of its Property property which may be fraudulent under any bankruptcythe Bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay Law; or defraud its creditors, (iii) has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay paid; or defraud its creditors or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 60 thirty (30) days from the date thereof; (ki) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Any Loan Document ceases to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Documentbe enforceable; or (nj) any of Any Liens under the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination AgreementSecurity Instruments ceases to be perfected or ceases to be a first priority Lien subject to only Permitted Encumbrances.

Enumeration of Events of Default. Any of the following events shall -------------------------------- constitute an Event of DefaultDefault as that term is used herein: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for five daysCommitment Fee; (b) an Event of Default as defined in any Loan Document shall have occurred; (c) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under obligations, covenants or agreements contained in any of the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten days after the earlier of notice thereof could be expected to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowershave a Material Adverse Effect; (cd) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is Documents, including, without limitation, in a party Request for Advance, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified and such misrepresentation or breach of warranty could reasonably be expected to have a Material Adverse Effect; (de) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, lease or other Indebtedness in excess evidence of $500,000 in the aggregate as to the relevant Borrower indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument for borrowed money executed in connection with any of the foregoingforegoing including, but not limited to, those certain 7.68% Series A Senior Notes due September 15, 2006, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which thereto and such default is not permanently dismissed or discharged within 60 days after being contested in good faith by the levyBorrower; (f) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Section 3.2, unless the failure to so satisfy would not have a Material Adverse Effect, the satisfaction or curing of which is precedent to the right of the Borrowers Borrower to receive an Advance hereunder, and such inability shall continue for a period in excess of 30 days; (g) the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency ProceedingProceeding concerning Borrower, or (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gh) an order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, assets and such order, judgment or decree shall not be dismissed or stayed within 60 days30 days after the issuance and entry thereof; (hi) the levy against any portion of the Property (valued in excess of $1,000,000.00) of the Borrower, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect; (j) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000, 1,000,000.00 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof30 days; (k) a Material Effect occurs as a result of any Security Document of the following: (i) any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for any reason notwhich an excise tax is due or would be due in the absence of a waiver; (ii) a Reportable Event shall occur with respect to, or cease toproceedings shall commence to have a trustee appointed, create valid and perfected first-priority Liens against or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the Property reasonable opinion of the Bank, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (iii) any Single Employer Plan shall terminate for purposes of Title IV of ERISA; (iv) the Borrower or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Bank, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; and (v) or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 8.01(k) could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which is taken in the aggregate would have a party thereto purportedly covered thereby, except to the extent permitted by this AgreementMaterial Adverse Effect and any such circumstance shall exist for in excess of 30 days; (l) any of the Borrowers contests Borrower shall have failed to cure within 180 days its failure to comply with the Inventory Turnover Ratio described in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party;Section 6.4 herein. (m) any the occurrence of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision a Change of any Loan Document; orControl. (n) the dissolution or the permanent loss of legal existence of any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination AgreementGuarantor.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Credit Agreement or the Notes Note or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default as to interest or fees only shall continue unremedied have continued for five three days; (b) default shall be made by any of the Borrowers Borrower or the Guarantor in the due observance or performance of any of its their respective obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any a Responsible Officer of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower or the Guarantor in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower or the Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against any significant portion of Borrower or the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gf) an order, judgment judgment, or decree shall be entered against any of either the Borrowers Borrower or the Guarantor by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 30 days; (g) the levy against any significant portion of the Property of the Borrower or the Guarantor, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy; (h) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower or the Guarantor for money damages and/or Indebtedness due (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) in an amount in excess of $1,000,000500,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance30 days; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of either the Borrowers Borrower or the Guarantor under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 (S)1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent Lender without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of either the Borrowers Borrower or the Guarantor shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditorslaw, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (k) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens subject to Permitted Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of (i) any installment of principal or interest under this Agreement or the Notes or (ii) in the payment when due of any interest, fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue remain unremedied for five in excess of three days; (b) default shall be made by the Borrower or any of the Borrowers Guarantors in the due observance or performance of any of its obligations obligations, covenants or agreements under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers obligations, covenants or agreements under Article V (other than Section 5.5 and Section 5.14), such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowersrelevant Guarantors, as the case may be; (c) any representation or warranty made by or on behalf of the Borrower or any of the Borrowers Guarantors in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by the Borrower or any of the Borrowers Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect theretothereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed; (e) the levy against any significant portion of the Property of the Borrower or any of the Borrowers, or Guarantors of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) the Borrower or any of the Borrowers Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment or decree shall be entered against the Borrower or any of the Borrowers Guarantors by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) a final and non-appealable order, judgment or decree shall be entered against the Borrower or any of the Borrowers Guarantors for money damages and/or Indebtedness due in an amount in excess of $1,000,000500,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any of the Borrowers Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower or any of the Guarantors subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) the Borrower or any of the Borrowers Guarantors shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this AgreementAgreement or cured or corrected on or before the tenth day after notice thereof to the Borrower or the Borrower otherwise becoming aware thereof; (l) a Change in Control shall occur; (m) the Borrower shall cease to be the sole shareholder of each of the Subsidiary Guarantors; (n) the Borrower or any of the Borrowers Guarantors contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a partyDocument, or denies that it has any liability under any Loan Document to which it is a partyDocument; (mo) the Borrower or any of the Borrowers Guarantors purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (np) any of the Borrowers a Material Adverse Effect shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreementoccur.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by the Borrower in the payment when due of any installment of principal or interest under (including, without limitation, any mandatory prepayments payable pursuant to either Section 2.07 or 2.08 of this Agreement Agreement) on the Notes, any LC Fee or the Notes any other monetary obligation (other than Reimbursement Obligations) payable hereunder when due, including without limitation, any other fee due to Administrative Agent, LC Issuer or any Bank hereunder within five (5) days after such payment was due, or in the payment when due of any fee or other sum payable under any Loan Document to which Reimbursement Obligation within one Business Day after the relevant Borrower is a party and such default shall continue unremedied for five dayssame becomes due; (b) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under affirmative covenant required in this Agreement, the Loan Documents to which Notes, the relevant Borrower is a party, and, as to compliance with Facility LC Applications or the obligations of any of the Borrowers under Article V (other than Section 5.14), Security Instruments and such default shall continue continues for ten more than thirty (30) days after the earlier of the (i) Borrower having knowledge thereof, or (ii) Borrower receiving written notice thereof to from the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other BorrowersAdministrative Agent; (c) Default shall be made by the Borrower in the due observance or performance of any negative covenant required in this Agreement, the Notes, the Facility LC Applications or the Security Instruments; (d) Any representation or warranty herein made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any respect material respect to the Borrower, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Administrative Agent or any Lender in connection herewith proves to have been untrue in any respect material respect to the Borrower as of the date the facts therein set forth were stated or certified; (de) default Default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingforgoing, relating to any Indebtedness in an aggregate amount of One Million Dollars ($1,000,000.00) or more, and such default shall remain unremedied for in excess of the period of grace, if of any, with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy;. (f) any of the Borrowers shall The Borrower (i) apply discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceedinga case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors of all creditors, or substantially all of its assets, (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction; (g) an An order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 60 daysthirty (30) days of its entry; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them, (ii) ; or has made or suffered a transfer of any of its Property property which may would be fraudulent under any bankruptcy, characterized as a fraudulent conveyance under bankruptcy or similar law with intent to hinder, delay Laws; or defraud its creditors, (iii) has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay paid; or defraud its creditors or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 60 thirty (30) days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (ni) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of Liens under the provisions of the Subordination AgreementSecurity Instruments cease to be perfected or cease to be first priority Liens subject to only Permitted Encumbrances.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default as to interest or fees only shall continue unremedied have continued for five three days; (b) default shall be made by any of the Borrowers Borrower in the due observance or or; performance of any of its obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, Commodity Hedge Agreement or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article 3, the satisfaction or curing of which is precedent to the right of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount Borrower to obtain a Loan and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of the Borrowers Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of the Borrower, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 60 days, after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000200,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurancedays; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.ss.1961), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent Lender without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of the Borrowers Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditorslaw, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by Borrower in the payment when due of any installment of principal or interest under this Agreement or on the Notes or Note, (b) Default shall be made by Borrower in the payment when due of any fee installment of interest on the Note, or any fees or other sum monetary obligation payable under any Loan Document to which the relevant Borrower is a party hereunder, and such default shall continue remain unremedied for five days;in excess of three (3) days after notice being given by Bank, (bc) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under affirmative covenant required in this Agreement, the Loan Documents to which the relevant Borrower is a partyNote, andor any Security Instrument, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue remain unremedied for ten in excess of thirty (30) days after the earlier of: (i) such default becoming known to Borrower, or (ii) notice being given by Bank. (d) Default shall be made by Borrower in the due observance or performance of notice thereof to any negative covenant required in this Agreement, the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower Note, or any of the other Borrowers;Security Instruments. (ce) any Any representation or warranty herein made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower to the Agent or any Lender Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (df) default Default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in excess of $25,000 in the aggregate; and such default shall remain unremedied for in excess of the period of grace, if any, with 51 respect thereto, with the effect of accelerating the maturity of any such Indebtedness; (eg) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceedinga case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors of all creditors, or substantially all of its assets, (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction; (gh) an An order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 60 days; ten (h10) a final and non-appealable order, judgment or decree shall be entered against any days of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insuranceits entry; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them, (ii) ; or has made or suffered a transfer of any of its Property property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay law; or defraud its creditors, (iii) has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay paid; or defraud its creditors or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint 52 which is not vacated within 60 thirty (30) days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by Borrower in the payment when due of any installment of principal or interest under this Agreement or on the Notes or Note, (b) Default shall be made by Borrower in the payment when due of any fee installment of interest on the Note, or any fees or other sum monetary obligation payable under any Loan Document to which the relevant Borrower is a party hereunder, and such default shall continue remain unremedied for five days;in excess of three (3) Business Days after notice being given by Bank, (bc) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under affirmative covenant required in this Agreement, the Loan Documents to which the relevant Borrower is a partyNote, andor any Security Instrument, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue remain unremedied for ten in excess of thirty (30) days after the earlier of: (i) such default becoming known to Borrower, or (ii) notice being given by Bank. (d) Default shall be made by Borrower in the due observance or performance of notice thereof to any negative covenant required in this Agreement, the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower Note, or any of the other Borrowers;Security Instruments. (ce) any Any representation or warranty herein made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower to the Agent or any Lender Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (df) default Default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in excess of $1,000,000.00 in the aggregate; and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto, with the effect of accelerating the maturity of any such Indebtedness; (eg) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceedinga case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas, England or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors of all creditors, or substantially all of its assets, (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas, England or any other jurisdiction; (gh) an An order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas, England or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 60 days; ten (h10) a final and non-appealable order, judgment or decree shall be entered against any days of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insuranceits entry; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them, (ii) ; or has made or suffered a transfer of any of its Property property which may are or would be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay law; or defraud its creditors, (iii) has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay paid; or defraud its creditors or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 60 thirty (30) days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by the Borrower in the payment when due of any installment of principal or interest under (including, without limitation, any mandatory prepayments payable pursuant to either Section 2.07 or 2.08 of this Agreement Agreement) on the Notes, any LC Fee or the Notes any other monetary obligation (other than Reimbursement Obligations) payable hereunder when due, including without limitation, any other fee due to Administrative Agent, LC Issuer or any Bank hereunder within five (5) days after such payment was due, or in the payment when due of any fee or other sum payable under any Loan Document to which Reimbursement Obligation within one Business Day after the relevant Borrower is a party and such default shall continue unremedied for five dayssame becomes due; (b) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under affirmative covenant required in this Agreement, the Loan Documents to which Notes, the relevant Borrower is a party, and, as to compliance with Facility LC Applications or the obligations of any of the Borrowers under Article V (other than Section 5.14), Security Instruments and such default shall continue continues for ten more than thirty (30) days after the earlier of of: (i) Borrower having knowledge thereof, or (ii) Borrower receiving written notice thereof to from the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other BorrowersAdministrative Agent; (c) Default shall be made by the Borrower in the due observance or performance of any negative covenant required in this Agreement, the Notes, the Facility LC Applications or the Security Instruments; (d) Any representation or warranty herein made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any respect material respect to the Borrower, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Administrative Agent or any Lender in connection herewith proves to have been untrue in any respect material respect to the Borrower as of the date the facts therein set forth were stated or certified; (de) default Default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingforgoing, relating to any Indebtedness in an aggregate amount of One Million Dollars ($1,000,000.00) or more, and such default shall remain unremedied for in excess of the period of grace, if of any, with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy;. (f) any of the Borrowers shall The Borrower (i) apply discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition 55 commencing an Insolvency Proceedinga case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors of all creditors, or substantially all of its assets, (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction; (g) an An order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 60 daysthirty (30) days of its entry; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them, (ii) ; or has made or suffered a transfer of any of its Property property which may would be fraudulent under any bankruptcy, characterized as a fraudulent conveyance under bankruptcy or similar law with intent to hinder, delay Laws; or defraud its creditors, (iii) has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay paid; or defraud its creditors or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 60 thirty (30) days from the date thereof; (ki) any the Liens under the Security Document shall for any reason not, Instruments cease to be perfected or cease to, create valid and perfected first-to be first priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except subject to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Documentonly Permitted Encumbrances; or (nj) Borrower has defaulted in its obligations under any Transaction Document and any other party to such Transaction Document under which a default has occurred initiates any action to pursue its remedies resulting from such default or gives notice of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreementits intent to do so.

Enumeration of Events of Default. Any of the following events shall -------------------------------- constitute an Event of DefaultDefault as that term is used herein: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for five daysCommitment Fee; (b) an Event of Default as defined in any Loan Document shall have occurred; (c) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under obligations, covenants or agreements contained in any of the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten days after the earlier of notice thereof could be expected to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowershave a Material Adverse Effect; (cd) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is Documents, including, without limitation, in a party Notice of Borrowing, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender Banks in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified and such misrepresentation or breach of warranty could reasonably be expected to have a Material Adverse Effect; (de) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, lease or other Indebtedness in excess evidence of $500,000 in the aggregate as to the relevant Borrower indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument for borrowed money executed in connection with any of the foregoingforegoing including, but not limited to, those certain 7.68% Series A Senior Notes due September 15, 2006, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which thereto and such default is not permanently dismissed or discharged within 60 days after being contested in good faith by the levyBorrower; (f) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Section 3.2, unless the failure to so satisfy would not have a Material Adverse Effect, the satisfaction or curing of which is precedent to the right of the Borrowers Borrower to receive an Advance hereunder, and such inability shall continue for a period in excess of 30 days; (g) the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency ProceedingProceeding concerning Borrower, or (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gh) an order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, assets and such order, judgment or decree shall not be dismissed or stayed within 60 days30 days after the issuance and entry thereof; (hi) the levy against any portion of the Property (valued in excess of $1,000,000.00) of the Borrower, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect; (j) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000, 1,000,000.00 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof30 days; (k) a Material Effect occurs as a result of any Security Document of the following: (i) any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for any reason notwhich an excise tax is due or would be due in the absence of a waiver; (ii) a Reportable Event shall occur with respect to, or cease toproceedings shall commence to have a trustee appointed, create valid and perfected first-priority Liens against or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the Property reasonable opinion of the Bank, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (iii) any Single Employer Plan shall terminate for purposes of Title IV of ERISA; (iv) the Borrower or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Bank, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; and (v) or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 8.01(k) could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which is taken in the aggregate would have a party thereto purportedly covered thereby, except to the extent permitted by this AgreementMaterial Adverse Effect and any such circumstance shall exist for in excess of 30 days; (l) any of the Borrowers contests Borrower shall have failed to cure within 180 days its failure to comply with the Inventory Turnover Ratio described in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party;Section 6.4 herein. (m) any the occurrence of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision a Change of any Loan Document; orControl. (n) the dissolution or the permanent loss of legal existence of any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination AgreementGuarantor.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default as to interest or fees only shall continue unremedied have continued for five days; (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or the actual knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article , the satisfaction or curing of which is precedent to the right of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount Borrower to obtain a Loan and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of the Borrowers Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 30 days; (h) the levy against any significant portion of the Property of the Borrower, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000250,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance30 days; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seqss.1961 ET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower Borrower, subject to a Lien in favor of the Agent Lender without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of the Borrowers Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditorslaw, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kl) any Security Document Instrument shall for any reason not, or cease to, not create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any the occurrence of a Material Adverse Effect and the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision same shall remain unremedied for in excess of any Loan Document30 days after notice given by the Lender; or (n) any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Borrowers Code) involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall make exist with respect to any payment on Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Equity Owner Indebtedness Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in violation the reasonable opinion of the provisions Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Subordination AgreementLender, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 7.1 could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) : • default shall be made in the payment when due of (i) any installment of principal or interest under this Agreement or the Notes or Note, (ii) in the payment when due of any fee or other sum payable under any Loan Document to which Document, or (iii) any Indebtedness of the relevant Borrower is a party and such default shall continue unremedied for five days; (b) under any Commodity Hedge Agreement or Interest Rate Hedge Agreement permitted or required under applicable provisions of this Agreement; • default shall be made by the Borrower or any of the Borrowers Guarantors in the due observance or performance of any of its obligations obligations, covenants or agreements under (i) the Note, (ii) Section 4.6, Section 5.14 or Article VI or (iii) any material provision of any Loan Documents to which Documents, other than this Agreement, and such default shall continue beyond any applicable grace or cure period or default shall be made by the relevant Borrower is a party, and, as to compliance with or any of the obligations Guarantors in the due observance or performance of any of the Borrowers its obligations, covenants or agreements under Article V (any other than Section 5.14), provision of any Loan Document and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any of the other Borrowers; (c) relevant Guarantor, as the case may be; • any representation or warranty made by or on behalf of the Borrower or any of the Borrowers Guarantors in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) ; • default shall be made by the Borrower or any of the Borrowers Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of $500,000 250,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) thereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed; • the Borrower or any of the Guarantors shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance, renewal or extension of a Letter of Credit, and such inability shall continue for a period in excess of 60 days; • the levy against any significant portion of the Property of the Borrower or any of the Borrowers, or Guarantors of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower 250,000 which is not permanently dismissed or discharged within 60 days after the levy; (f) ; • the Borrower or any of the Borrowers Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) ; • an order, judgment or decree shall be entered against the Borrower or any of the Borrowers Guarantors by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) ; • a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower or any of the Borrowers Guarantors for money damages and/or Indebtedness due in an amount in excess of $1,000,000250,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; insurance (i) excluding any deductible); • any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any of the Borrowers Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower or any of the Guarantors subject to a Lien in favor of the Agent Lender without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) ; • the Borrower or any of the Borrowers Guarantors shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (k) ; • any Security Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any Agreement or resulting from the negligence of the Borrowers contests in any manner Lender; • the validity Borrower or enforceability one of the Guarantors shall cease to be the sole shareholder or member or the sole general partner of any provision of Guarantor; • any Loan Document to which it is a partyDocument, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or denies that it has any liability under any Loan Document to which it is a party; (m) any thereunder or satisfaction in full of all Obligations and termination of the Borrowers Commitments and this Agreement, ceases to be in full force and effect; • the Borrower or any Guarantor purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any . • Xxxxxxx X. Xxxxxx shall cease to be involved actively as an officer of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation Borrower; or • the occurrence of a Material Adverse Effect which is not remedied within 30 days following written notice thereof from the provisions of Lender or knowledge thereof by the Subordination AgreementBorrower.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by the Borrower in the payment when due of any installment of principal or interest under this Agreement or the Notes any Note or in the payment when due of any fee fees or other sum sums payable hereunder or under any other Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for five daysDocument, including any Security Document; (b) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of covenant in Articles 5 or 6 herein or any other material agreement set forth in any of the Borrowers under Article V (this Agreement or any other than Section 5.14), Loan Document and such default shall continue for ten in excess of 30 days after the earlier of notice thereof by the Lender to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any Any representation or warranty made by any of the Borrowers Borrower in this Agreement or any of the other Loan Documents to which the relevant Borrower is a party Document proves to have been untrue in any material respect when made or deemed to have been made, or any representation, warranty, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified unless the subject of the representation can be remedied and is remedied within 30 days; (d) default Default shall be made by any of the Borrowers (as principal or guarantor or other surety) Borrower in the payment or performance of any material bond, debenture, note note, security (as defined in the Securities Act of 1933, as amended), or other Indebtedness in excess material evidence of $500,000 in the aggregate as to the relevant Borrower Indebtedness, or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto, and the effect of such default is to cause, or permit the holders of such material Indebtedness or security to cause, the acceleration of the maturity of any such Indebtedness, provided, however, that the same shall not apply with respect to matters which the Borrower is contesting in good faith by appropriate proceedings and has established adequate reserves in accordance with GAAP with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant The Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gf) an An order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding against the Borrower or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 30 days; (hg) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant The Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any material part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any material portion of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinderand not otherwise permitted under the provisions of this Agreement, delay or defraud its creditors, (iii) made any material transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or paid; (ivh) shall have suffered or permitted, while insolvent, The levy against any creditor to obtain a Lien upon material portion of the Property of any of its Property through legal proceedings the Borrower or distraint any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not vacated permanently dismissed or discharged within 60 days from the date thereofdays; (ki) any Security Document shall for any reason notA final and non-appealable order, judgment, or cease todecree shall be entered against Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which excess is not adequately covered by insurance and such order, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a partyjudgment, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate decree shall not be dismissed or rescind any Loan Document or any provision of any Loan Documentstayed within 60 days; or (nj) any Lender determines, in its reasonable discretion, that a material adverse change has occurred in the financial condition of Borrower, and after notice of same, the Borrowers shall make any payment on any Equity Owner Indebtedness Borrower fails to furnish sufficient additional Collateral to the Lender to protect the Lender's interest in violation of the provisions of the Subordination AgreementLoan.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by the Borrower in the payment when due of any installment of principal or interest under (including, without limitation, any mandatory prepayments payable pursuant to either Section 2.07 or 2.08 of this Agreement Agreement) on the Notes, any LC Fee or the Notes any other monetary obligation (other than Reimbursement Obligations) payable hereunder when due, including without limitation, any other fee due to Administrative Agent, LC Issuer or any Bank hereunder within five (5) days after such payment was due, or in the payment when due of any fee or other sum payable under any Loan Document to which Reimbursement Obligation within one Business Day after the relevant Borrower is a party and such default shall continue unremedied for five dayssame becomes due; (b) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under affirmative covenant required in this Agreement, the Loan Documents to which Notes, the relevant Borrower is a party, and, as to compliance with Facility LC Applications or the obligations of any of the Borrowers under Article V (other than Section 5.14), Security Instruments and such default shall continue continues for ten more than thirty (30) days after the earlier of of: (i) Borrower having knowledge thereof, or (ii) Borrower receiving written notice thereof to from the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other BorrowersAdministrative Agent; (c) Default shall be made by the Borrower in the due observance or performance of any negative covenant required in this Agreement, the Notes, the Facility LC Applications or the Security Instruments; (d) Any representation or warranty herein made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any respect material respect to the Borrower, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Administrative Agent or any Lender in connection herewith proves to have been untrue in any respect material respect to the Borrower as of the date the facts therein set forth were stated or certified; (de) default Default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingforgoing, relating to any Indebtedness in an aggregate amount of One Million Dollars ($1,000,000.00) or more, and such default shall remain unremedied for in excess of the period of grace, if of any, with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy;. (f) any of the Borrowers shall The Borrower (i) apply discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceedinga case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors of all creditors, or substantially all of its assets, (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction; (g) an An order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 60 daysthirty (30) days of its entry; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them, (ii) ; or has made or suffered a transfer of any of its Property property which may would be fraudulent under any bankruptcy, characterized as a fraudulent conveyance under bankruptcy or similar law with intent to hinder, delay Laws; or defraud its creditors, (iii) has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay paid; or defraud its creditors or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 60 thirty (30) days from the date thereof; (ki) any the Liens under the Security Document shall for any reason not, Instruments cease to be perfected or cease to, create valid and perfected first-to be first priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except subject to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Documentonly Permitted Encumbrances; or (nj) Borrower has defaulted in its obligations under any Transaction Document and any other party to such Transaction Document under which a default has occurred initiates any action to pursue its remedies resulting from such default or gives notice of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreementits intent to do so.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default as to interest or fees only shall continue unremedied have continued for five three days; (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its their respective obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Property Borrower to obtain a Loan or the issuance of any a Letter of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount Credit and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of either the Borrowers Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of either the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of the Borrower, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000500,000, except as disclosed on the Closing Date in Exhibit V and such order, judgment judgment, or decree shall not be dismissed paid in full, dismissed, or stayed within 60 days or is not fully covered by insurancedays; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of either the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §Section 1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent and/or the Lenders without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of the Borrowers Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditorslaw, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kl) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports Borrower shall cease to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; orbe owned by its presently existing shareholders; (n) any the occurrence of a Material Adverse Effect and the Borrowers same shall make any payment remain unremedied for in excess of 30 days after notice given by the Lender; (o) the failure to furnish the information required by Section 3.1(t) or execute the Security Agreements and/or Certificate of Title necessary to grant to the Agent a first lien on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreementproperty listed on Exhibit VIII.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of (i) any installment of principal or interest under this Agreement or the Notes or Note and such default shall remain unremedied in excess of three days, (ii) in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue remain unremedied in excess of three days or (iii) any Indebtedness of the Borrower under any Commodity Hedge Agreement or Interest Rate Hedge Agreement permitted or required under applicable provisions of this Agreement and such default shall remain unremedied for five daysin excess of the period of grace, if any, with respect thereto; (b) default shall be made by the Borrower or any of the Borrowers Guarantors in the due observance or performance of any of its obligations obligations, covenants or agreements under (i) the Note, (ii) Section 4.6, Section 5.14 or Article VI or (iii) any material provision of any Loan Documents to which Documents, other than this Agreement, and such default shall continue beyond any applicable grace or cure period or default shall be made by the relevant Borrower is a party, and, as to compliance with or any of the obligations Guarantors in the due observance or performance of any of the Borrowers its obligations, covenants or agreements under Article V (any other than Section 5.14), provision of any Loan Document and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any of the other Borrowersrelevant Guarantor, as the case may be; (c) any representation or warranty made by or on behalf of the Borrower or any of the Borrowers Guarantors in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by the Borrower or any of the Borrowers Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of $500,000 250,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect theretothereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed; (e) the Borrower or any of the Guarantors shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance, renewal or extension of a Letter of Credit, and such inability shall continue for a period in excess of 60 days; (f) the levy against any significant portion of the Property of the Borrower or any of the Borrowers, or Guarantors of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower 250,000 which is not permanently dismissed or discharged within 60 days after the levy; (fg) the Borrower or any of the Borrowers Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gh) an order, judgment or decree shall be entered against the Borrower or any of the Borrowers Guarantors by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (hi) a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower or any of the Borrowers Guarantors for money damages and/or Indebtedness due in an amount in excess of $1,000,000250,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insuranceinsurance (excluding any deductible); (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any of the Borrowers Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower or any of the Guarantors subject to a Lien in favor of the Agent Lender without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) the Borrower or any of the Borrowers Guarantors shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (kl) any Security Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any Agreement or resulting from the negligence of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a partyLender; (m) any the Borrower or one of the Borrowers Guarantors shall cease to be the sole shareholder or member or the sole general partner of any Guarantor; (n) 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 and termination of the Commitments and this Agreement, ceases to be in full force and effect; (o) the Borrower or any Guarantor purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (np) any the occurrence of a Material Adverse Effect which is not remedied within 30 days following written notice thereof from the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of Lender or knowledge thereof by the provisions of the Subordination AgreementBorrower.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of (i) any installment of principal or interest under this Agreement or the Notes Note and such default shall remain unremedied in excess of three Business Days, (ii) accrued interest or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue remain unremedied in excess of three days or (iii) any Indebtedness of the Borrower under any Commodity Hedge Agreement or Interest Rate Hedge Agreement permitted or required under applicable provisions of this Agreement and such default shall remain unremedied for five daysin excess of the period of grace, if any, with respect thereto; (b) default shall be made by the Borrower or any Subsidiary of the Borrowers Borrower which is a Guarantor in the due observance or performance of any of its obligations, covenants or agreements (except payment obligations which are addressed in the immediately preceding clause (a)) under (i) the Note, (ii) Section 4.6 or Article VI or (iii) any material provision of any Loan Documents to which Documents, other than this Agreement, and such default shall continue beyond any applicable grace or cure period or default shall be made by the relevant Borrower is a party, and, as to compliance with or any of the obligations Guarantors in the due observance or performance of any of the Borrowers its obligations, covenants or agreements under Article V (any other than Section 5.14), provision of any Loan Document and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any of the other Borrowersrelevant Guarantor, as the case may be; (c) any material representation or warranty made by or on behalf of the Borrower or any Subsidiary of the Borrower or any of the Borrowers Subsidiaries which is a Guarantor in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representationFinancial Statements delivered pursuant to this Agreement prove, statement (including Financial Statements), or any certificate or data furnished or made to the Agent or any Lender in connection herewith proves proves, to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by the Borrower or any Subsidiary of the Borrower or any of the Borrowers Guarantors which is a Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of $500,000 100,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect theretothereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Property Borrower to obtain a Loan or the issuance, renewal or extension of any a Letter of the BorrowersCredit, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levydays; (f) the Borrower or any Subsidiary of the Borrower or any of the Borrowers Guarantors which is a Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment or decree shall be entered against the Borrower or any Subsidiary of the Borrowers Borrower which is a Guarantor by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of the Borrower or any Subsidiary of the Borrower which is a Guarantor on a consolidated basis of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $250,000 which is not (i) permanently dismissed or discharged within 60 days after the levy or (ii) being contested in good faith by appropriate proceedings and with establishment of such reserve as may be required by GAAP; (i) a final and non-appealable order, judgment or decree shall be entered against the Borrower or any Subsidiary of the Borrowers Borrower which is a Guarantor for money damages and/or Indebtedness due in an amount in excess of $1,000,000250,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insuranceinsurance (excluding any deductible or supported by such reserve as may be required by GAAP); (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any Subsidiary of the Borrower or any of the Borrowers Guarantors which is a Guarantor under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could reasonably be expected to result in the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor or any Subsidiary of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such LienBorrower which is a Guarantor; (jk) the Borrower or any Subsidiary of the Borrowers Borrower which is a Guarantor shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (kl) both Xxxxxx Xxxxxx and Xxxxxxxx XxXxxxxx cease to serve in the senior management of the Borrower; (m) any Security Document shall Guarantor ceases to be a wholly-owned Subsidiary of the Borrower or another Guarantor; (n) any Loan Document, at any time after its execution and delivery and for any reason notother than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations and termination of the Commitments and this Agreement, ceases to be in full force and effect, and the result of which could reasonably be expected to result in a Material Adverse Effect; or (o) the Borrower or cease to, create valid and perfected first-priority Liens against the Property any Subsidiary of the Borrower which is a Guarantor purports to revoke, terminate or rescind any Loan Document to which it is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document and the result of which could reasonably be expected to which it is result in a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination AgreementMaterial Adverse Effect.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default as to interest or fees only shall continue unremedied have continued for five daysthree Business Days; (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, Commodity Hedge Agreement or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article , the satisfaction or curing of which is precedent to the right of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount Borrower to obtain a Loan and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of the Borrowers Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of the Borrower, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000750,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurancedays; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 ss.1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent Lender without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of the Borrowers Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditorslaw, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (kl) except for Permitted Liens, any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party;; or (m) any the occurrence of a Material Adverse Effect and the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision same shall remain unremedied for in excess of any Loan Document; or (n) any of 30 days after notice given by the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination AgreementLender.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default as to interest or fees only shall continue unremedied have continued for five three days; (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, Commodity Hedge Agreement or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note promissory' note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount Borrower to obtain a Loan and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of the Borrowers Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary voluntary' petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of the Borrower, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 60 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000200,000, and such order, judgment judgment, or decree shall not be dismissed or stayed staved within 60 days or is not fully covered by insurancedays; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §ss 1961 et seq.i (e) (a), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent Lender without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;. (jk) any of the Borrowers Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditorslaw, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (k1) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (ai) default shall be made in any payment of principal when due under this Agreement or the Notes at Final Maturity or pursuant to Section 2.13(a)(i), or (ii) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum sums, including, without limitation, interest, payable under any Loan Document to which the relevant Borrower is a party other than as set forth under clause (i) hereof and such default failure shall continue unremedied for a period of five (5) days; (b) default shall be made in the due observance or performance of any obligation under Section 6.10, 6.17, 6.20, or 6.21 of this Agreement. (c) default shall be made by any of the Borrowers Borrower or a Subsidiary Guarantor in the due observance or performance of any of its their respective obligations under the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of any of the Borrowers under Article V (other than as described in Section 5.14), 7.1(a) or 7.1(b) and such default shall continue for ten not have been remedied within 30 days after the earlier of (i) receipt of written notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower from the Agent, or (ii) any Borrower or any of the other BorrowersSubsidiary Guarantor having or obtaining knowledge thereof; (cd) any representation or warranty made by any of the Borrowers Borrower or any Subsidiary Guarantor in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified or deemed stated or certified; (de) default default(s) shall be made by the Borrower or any of the Borrowers Subsidiary Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of an aggregate amount equal to or exceeding $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing1,500,000, and such default default(s) shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) thereto if the levy against any significant portion effect of the Property of any of the Borrowerssuch default is that such Indebtedness becomes, or any executionif such default permits the holder of such Indebtedness to declare it to be, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levyimmediately due and payable; (f) the Borrower or any of the Borrowers Subsidiary Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inabilityinability to pay, to pay or generally not be paying, its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against the Borrower or any of the Borrowers Subsidiary Guarantor by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding Proceeding, or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of the Borrower or any Subsidiary Guarantor execution, garnishment, attachment, sequestration, or other writ or similar proceeding involving an amount which, if paid, would have a Material Adverse Effect and which is not permanently dismissed, discharged or bonded within 30 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower or any of the Borrowers Subsidiary Guarantor for money damages and/or Indebtedness due in an aggregate amount in excess of $1,000,0001,500,000 and which is not covered by independent third-party insurance as to which the insurer does not dispute coverage, and such order, judgment judgment, or decree shall not be paid, dismissed or stayed within 60 fifteen (15) days before the date on which execution on any Property of the Borrower or is not fully covered by insuranceSubsidiary Guarantor may be issued; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any of the Borrowers Subsidiary Guarantor under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §Section 1961 et seq.), the result of which could reasonably be expected to be the forfeiture or transfer of any material Property of the relevant Borrower or a Subsidiary Guarantor subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) the Borrower or any of the Borrowers Subsidiary Guarantor shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any material part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (kl) the Borrower shall hold "plan assets" of any employee benefit plan subject to Title I of ERISA or any plan subject to Section 4975 of the Code under circumstances that would contravene the requirements of regulatory authority issued under such provisions of the Code or ERISA by the appropriate regulatory authorities, or any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower, any Subsidiary Guarantor, or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Agent, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 7.1(l) could reasonably be expected to subject the Borrower, any Subsidiary Guarantor or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days; (m) any Security Document Instrument shall for any reason not, or shall cease to, create valid and perfected first-priority Liens (or, in the case of the Properties subject to the Production Payment 2001 Facility, a second priority Lien behind the Production Payment 2001 Lien or in the case of Acquired Property subject to a Lien to secure Acquisition Indebtedness as provided in Section 5.18(c), a second priority lien behind such Lien) against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except subject to Permitted Lie ns and Liens permitted under Section 6.3, and which Collateral has a value greater than $1,000,000 in the aggregate for all such Collateral, unless the Borrower has provided the Collateral Agent, within 30 days, with additional Collateral having at least an equivalent value to the extent permitted Collateral 66 affected by this Agreement; (l) any of such failure and otherwise reasonably satisfactory to the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan DocumentRequired Lenders; orand (n) the Borrower or any of the Borrowers its Subsidiaries shall make any payment on any Equity Owner Indebtedness in violation fail to deliver all of the provisions Scheduled Amounts (as defined in the Production Payment 2001 Facility) for any two consecutive months or shall owe Monthly Adjustment Amounts (as defined in the Production Payment 2001 Facility) for any period of the Subordination Agreementmore than four months.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default as to interest or fees only shall continue unremedied have continued for five three business days and such default as to Fees or other amounts payable shall have continued for ten business days; (b) default shall be made by any of the Borrowers Borrower or the Guarantor in the due observance or performance of any of its their respective obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower or the Guarantor in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower or the Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, in excess of $250,000 and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article , the satisfaction or curing of which is precedent to the right of the Property Borrower to obtain a Loan or the issuance of any a Letter of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount Credit and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of either the Borrowers Borrower or the Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of either the Borrowers Borrower or the Guarantor by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of the Borrower or the Guarantor, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 60 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower or the Guarantor for money damages and/or Indebtedness due in an amount in excess of $1,000,000500,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurancedays; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of either the Borrowers Borrower or the Guarantor under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 (S)1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower or the Guarantor subject to a Lien in favor of the Agent Agent, without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of either the Borrowers Borrower or the Guarantor shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditorslaw, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereofsuch Lien is imposed; (kl) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens (subject to the Permitted Liens) against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Borrowers purports Code) involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to revokeany Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate or rescind any Loan Document for purposes of Title IV of ERISA; the Borrower, the Guarantor or any provision Commonly Controlled Entity shall incur, or in the reasonable opinion of the Lender, be likely to incur any Loan Documentliability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; oror any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 71 could subject the Borrower, the Guarantor or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days. (n) any the occurrence of a Material Adverse Effect and the Borrowers same shall make any payment on any Equity Owner Indebtedness remain unremedied for in violation excess of 30 days after notice given by the provisions of the Subordination AgreementAgent.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of (i) any installment of principal under this Agreement or the Notes, (ii) any installment of interest under this Agreement or the Notes or and such default shall continue for three days after receipt of notice thereof from the Agent, (iii) in the payment when due of any fee or other sum payable under any Loan Document or (iv) any Indebtedness of either of the Borrowers under any Commodity Hedge Agreement or Interest Rate Hedge Agreement with any Approved Hedge Counterparty permitted or required under applicable provisions of this Agreement, other than any such Indebtedness which is being contested in good faith by appropriate proceedings and as to which the relevant Borrower is a party and such default reserve therefor as may be required by GAAP shall continue unremedied for five dayshave been made; (b) default shall be made by either of the Borrowers or any of the Borrowers Guarantors in the due observance or performance of any of its obligations obligations, covenants or agreements under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers obligations, covenants or agreements under Article V (other than Section 5.14), such default shall continue for ten 30 days after or as to compliance with the obligations, covenants or agreements under Article VI such default shall continue for in excess of three Business Days after, in either case, the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowersrelevant Guarantor, as the case may be; (c) any representation or warranty made by or on behalf of either of the Borrowers or any of the Borrowers Guarantors in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by either of the Borrowers or any of the Borrowers Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of $500,000 1,000,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect theretothereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed; (e) the levy against Borrowers shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Property Borrower to obtain a Loan or the issuance, renewal or extension of any a Letter of the BorrowersCredit, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levydays; (f) either of the Borrowers or any of the Borrowers Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment or decree shall be entered against either of Borrowers or any of the Borrowers Guarantors by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of either of the Borrowers or any of the Guarantors of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $1,000,000 which is not permanently dismissed or discharged within 60 days after the levy; (i) a final and non-appealable order, judgment or decree shall be entered against either of the Borrowers or any of the Borrowers Guarantors for money damages and/or Indebtedness due in an amount in excess of $1,000,000, 1,000,000 and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against either of Borrowers or any of the Borrowers Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of either of the relevant Borrower Borrowers or any of the Guarantors subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) either of the Borrowers or any of the Borrowers Guarantors shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (kl) any Security Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this AgreementAgreement or cured or corrected on or before the tenth day after notice thereof to the Borrowers or either of the Borrowers otherwise becoming aware thereof; (lm) Contango O&G shall cease to be the sole direct or indirect (through a wholly-owned Domestic Subsidiary) shareholder of Contango Operators or of any Subsidiary Guarantor; (n) all of Kxxxxxx X. Peak, Sxxxxx Xxxxxx, Mxxx Xxxxxx and Sxxxx Xxxxxxxxxx shall cease to hold senior management positions in each of the Borrowers or to be involved actively in the management of each of the Borrowers; (o) either of the Borrowers or any of the Borrowers Guarantors contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a partyDocument, or denies that it has any liability under any Loan Document to which it is a partyDocument; (mp) 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 thereunder or satisfaction in full of all Obligations and termination of the Commitments and this Agreement, ceases to be in full force and effect; (q) either of the Borrowers or any of the Borrowers Guarantors purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (nr) any the occurrence of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreementa Material Adverse Effect.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for five days;Document. (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any obligation of its obligations the Borrower under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of written notice thereof to the relevant Borrower or Borrowers by the Agent or actual knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender and/or the Lenders in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, 100,000 and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article III, the satisfaction or curing of which is a condition precedent to the right of the Property Borrower to obtain a Loan or for the issuance of any a Letter of the BorrowersCredit, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of the Borrowers Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it their or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it their or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 90 days; (h) the levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000100,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance30 days; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 ss.1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent for the benefit of the Lenders without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of the Borrowers Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its their Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinderlaw, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kl) any Security Document Instrument shall for any reason (other than the Agent's or the Lender's fault or negligence) not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party;thereby and not cured within 30 days; and (m) any the occurrence of a Material Adverse Effect and the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision same shall remain unremedied for in excess of any Loan Document; or (n) any of 30 days after notice given by the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination AgreementAgent.

Enumeration of Events of Default. Any of the following events shall -------------------------------- constitute an Event of DefaultDefault as that term is used herein: (a) default there shall be made in the payment not have been paid within ten (10) days from when due of any installment of principal or interest under this Agreement Agreement, the Note or the Notes or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied fees provided for five daysherein; (b) an Event of Default as defined in any Loan Document shall have occurred; (c) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under obligations, covenants or agreements contained in any of the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten days after the earlier of notice thereof could be expected to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowershave a Material Adverse Effect; (cd) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is Documents, including, without limitation, in a party Request for Advance, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified and such misrepresentation or breach of warranty could reasonably be expected to have a Material Adverse Effect; (de) default pursuant to the terms of Borrower's loan with MidFirst or any loan document discussed therein; (f) default shall be made by Borrower or any of the Borrowers Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess evidence of $500,000 in the aggregate as to the relevant Borrower indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which thereto and such default is not permanently dismissed or discharged within 60 days after being Contested in Good Faith by the levy; (f) any of Borrower and would have a Material Adverse Effect. For the Borrowers shall (i) apply for or consent to purposes hereof, the appointment occurrence of a receiver, trustee "Default" or liquidator "Event of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for Default" under that certain Credit Agreement between Borrower as MidFirst and in the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment or decree shall be entered against any of the Borrowers by any court of competent jurisdiction or by Promissory Note and any other Governmental Authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and such order, judgment or decree shall not be dismissed or stayed within 60 days; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any "Loan Document; or (n) any of the Borrowers " executed in conjunction therewith shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.constitute a Default hereunder and be considered to create a Material Adverse Effect;

Enumeration of Events of Default. Any of the following events shall constitute an Event of DefaultDefault as that term is used herein: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of any fee Commitment Fee, Engineering Fee, Facility Fee, or other sum payable under any Loan Document to which the relevant Borrower is a party Letter of Credit Fee and such default shall continue unremedied for five a period in excess of 2 days; (b) an Event of Default as defined in any Loan Document shall have occurred; (c) default shall be made by any of the Borrowers either Borrower in the due observance or performance of any of its obligations under the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of or agreements contained in any of the Borrowers under Article V Loan Documents, except those contained in Sections 5.2, 5.3, 5.4 and 6.5(b) and (other than Section 5.14c) of this Agreement; (d) default shall be made by either Borrower in the due observance or performance of (i) Sections 5.2, 5.3 and 6.5(b) and (c), and such default shall continue for a period in excess of ten days after the earlier days, or (ii) Section 5.4, and such default shall continue for a period in excess of notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowersthirty days; (ce) any representation or warranty made by any of the Borrowers either Borrower in any of the Loan Documents to which the relevant Borrower is Documents, including, without limitation, in a party Request for Advance, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (df) default shall be made by any of the Borrowers either Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect theretothereto and such default shall have a Material Adverse Effect; (eg) the levy against Borrowers shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Property Borrowers to obtain an Advance or the issuance of any a Letter of the BorrowersCredit, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (fh) any of the Borrowers either Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gi) an order, judgment or decree shall be entered against any of the Borrowers either Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, assets and such order, judgment or decree shall not be dismissed or stayed within 60 days; (hj) the levy against any significant portion of the Mortgaged Property or other Property of either Borrower, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 60 days after the levy; (k) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers either Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000, 500,000 and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; days; (l) any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrowers contests in or any manner the validity or enforceability of any provision of any Loan Document to which it is a partyCommonly Controlled Entity shall incur, or denies that it has in the reasonable opinion of the Lender, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 7.1(l) could subject the Borrowers or any Commonly Controlled Entity to any tax (other than an excise tax under any Loan Document to which it is a party; (m) any Section 4980 of the Borrowers purports to revokeCode), terminate penalty or rescind other liabilities which taken in the aggregate would have a Material Adverse Effect and any Loan Document or any provision such circumstance shall exist for in excess of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.60 days;

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of (i) any installment of principal or interest under this Agreement or the Notes or in the payment when due of Note (ii) any fee or other sum payable under any Loan Document or (iii) any Indebtedness of the Borrower under any Commodity Hedge Agreement or Interest Rate Hedge Agreement permitted or required under applicable provisions of this Agreement, and as to which any of the foregoing other than a default in payment of principal due under any relevant Borrower is a party and agreement, such default shall continue unremedied for five daysthree Business Days; (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations obligations, covenants or agreements under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers Borrower under Article V (other than Section 5.145.12), such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or actual knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any or on behalf of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of $500,000 100,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect theretothereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Property Borrower to obtain a Loan or the issuance, renewal or extension of any a Letter of the BorrowersCredit, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levydays; (f) any of the Borrowers Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against a material portion of the Property of the Borrower then subject to a Lien in favor of the Lender or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 60 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000100,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent Lender without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of the Borrowers Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (kl) any Security Document shall for any reason not, or cease toto create, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.

Enumeration of Events of Default. Any of the following events shall constitute an Event of DefaultDefault as that term is used herein: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or Agreement, the Notes or in the payment when due of any fee or other sum payable under any Loan Document Fee provided for herein, which default continues for ten (10) days from written notice thereof by Lender to which the relevant Borrower is a party and such default shall continue unremedied for five daysBorrower; (b) an Event of Default as defined in any Loan Document shall have occurred; (c) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under the Loan Documents to which the relevant Borrower is a partyobligations, and, as to compliance with the obligations of covenants or agreements contained in any of the Borrowers under Article V Loan Documents, which default continues for twenty (other than Section 5.14), such default shall continue for ten 20) days after the earlier of from written notice thereof by Lender to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (cd) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is Documents, including, without limitation, in a party Request for Advance, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, certified and such default shall remain unremedied for in excess misrepresentation or breach of the period of grace, if any, with respect theretowarranty has a Material Adverse Effect; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency ProceedingProceeding concerning Borrower, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gf) an order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, assets and such order, judgment or decree shall not be dismissed or stayed within 60 days30 days after the issuance and entry thereof; (g) the levy against any significant portion of the Property of Borrower, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which has a Material Adverse Effect; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000, 10,000.00 which is not otherwise covered by insurance for 100% of the judgment and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 60 days or is not fully covered by insurance30 days; (i) any charges are filed Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower or any Commonly Controlled Entity (as such term is defined in ERISA) shall incur, or in the reasonable opinion of the Lender, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization (as such term is defined in ERISA) of, a Multi-Employer Plan (as such term is defined in ERISA); or any other action event or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence condition shall occur or exist with respect to a Plan and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which such events or conditions referred to in this Section 9.1(j) could be subject the forfeiture Borrower or transfer any of them, or any material Property Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the relevant Borrower subject to Code), penalty or other liabilities which taken in the aggregate would have a Lien Material Adverse Effect and any such circumstance shall exist for in favor excess of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien30 days; (j) any of the Borrowers Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, ; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (k) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreementthereby and such occurrence would have a Material Adverse Effect; (l) any of the Borrowers contests in any manner good faith determination by the validity Lender that a Material Adverse Effect has occurred or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreementwill occur.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by Borrower in the payment when due of any installment of principal or interest under this Agreement or on the Notes or Note, (b) Default shall be made by Borrower in the payment when due of any fee installment of interest on the Note, or any fees or other sum monetary obligation payable under any Loan Document to which the relevant Borrower is a party hereunder, and such default shall continue remain unremedied for in excess of five days;(5) days after notice being given by Bank, (bc) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under affirmative covenant required in this Agreement, the Loan Documents to which the relevant Borrower is a partyNote, andor any Security Instrument, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue remain unremedied for ten in excess of thirty (30) days after the earlier of: (i) such default becoming known to Borrower, or (ii) notice being given by Bank. (d) Default shall be made by Borrower in the due observance or performance of notice thereof to any negative covenant required in this Agreement, the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower Note, or any of the other Borrowers;Security Instruments. (ce) any Any representation or warranty herein made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower to the Agent or any Lender Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (df) default Default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in excess of $25,000 in the aggregate; and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto, with the effect of accelerating the maturity of any such Indebtedness; (eg) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceedinga case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors of all creditors, or substantially all of its assets, (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction; (gh) an An order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 60 days; ten (h10) a final and non-appealable order, judgment or decree shall be entered against any days of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insuranceits entry; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them, (ii) ; or has made or suffered a transfer of any of its Property property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay law; or defraud its creditors, (iii) has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay paid; or defraud its creditors or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 60 thirty (30) days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by the Borrower in the payment when within two (2) days after such payment was due of any installment of principal or interest under (including, without limitation, any mandatory prepayment payable pursuant to Section 2.06 of this Agreement Agreement) on the Note or the Notes or in the payment any other monetary obligation payable hereunder when due of due, including, without limitation, any fee or other sum payable under any Loan Document due to which the relevant Borrower is a party and such default shall continue unremedied for five daysBank hereunder; (b) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under affirmative covenant required in this Agreement, the Loan Documents to which Note or the relevant Borrower is a party, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), Security Instruments and such default shall continue continues for ten more than thirty (30) days after the earlier of of: (i) Borrower having knowledge thereof, or (ii) Borrower receiving written notice thereof to from the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other BorrowersBank; (c) Default shall be made by the Borrower in the due observance or performance of any negative covenant required in this Agreement, the Note or the Security Instruments; (d) Any representation or warranty herein made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Agent or any Lender Bank in connection herewith proves to have been untrue in any respect material respect to the Borrower as of the date the facts therein set forth were stated or certified; (de) default Default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, ; and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) , with the levy against any significant portion effect of accelerating the Property maturity of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levysuch material Indebtedness; (f) any of the Borrowers shall (i) apply The Borrower discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceedinga case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors of all creditors, or substantially all of its assets, (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction; (g) an An order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 60 daysten (10) days of its entry; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them, (ii) ; or has made or suffered a transfer of any of its Property property which may be fraudulent under any bankruptcythe Bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay Law; or defraud its creditors, (iii) has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay paid; or defraud its creditors or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 60 thirty (30) days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (ni) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of Liens under the provisions of the Subordination AgreementSecurity Instruments cease to be perfected or cease to be first priority Liens subject to only Permitted Encumbrances.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for five daysthree (3) days after any such payment is due; (bi) default shall be made by any Borrower under any provision under Article VI of the Borrowers this Agreement or (ii) default shall be made by any Borrower in the due observance or performance of any of its respective obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant any Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, Commodity Hedge Agreement, Rate Management Transaction, or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gf) an order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days; (g) the levy against any significant portion of the Property of any Borrower, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 60 days after the levy; (h) a final and non-appealable order, judgment, or decree shall be entered against any Borrower for money damages and/or Indebtedness due in an amount in excess of $250,000, and such order, judgment, or decree shall not be dismissed or stayed within 60 days; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part material portion of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any material portion of its Property which may be maybe fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditorslaw, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kj) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens subject to Permitted Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except thereby and such default shall continue for five (5) days after such default or any Borrower shall assert that any Security Instrument does not or discontinues to create valid Liens thereunder; (k) the extent permitted occurrence of a Material Adverse Effect and the same shall remain unremedied for in excess of 30 days after notice given by this Agreement;Lender; or (l) any the occurrence of the Borrowers contests in any manner the validity or enforceability a Change of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination AgreementControl.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (ai) default shall be made in any payment of principal when due under this Agreement or the Notes at Final Maturity or pursuant to Section 2.13, or (ii) in the event of a default in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum sums, including, without limitation, interest, payable under any Loan Document to which the relevant Borrower is a party and other than as set forth under clause (i) hereof, such default failure shall continue unremedied for a period of five (5) days; (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its their respective obligations under the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of any of the Borrowers under Article V (other than as described in Section 5.14), 7.1(a) and such default shall continue for ten not have been remedied within 30 days after the earlier of (i) receipt of written notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrowers from the Agent, or (ii) any Borrower having or any of the other Borrowersobtaining knowledge thereof; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein 63 69 set forth were stated or certifiedcertified or deemed stated or certified provided, however, Borrowers' representations and warranties as to title and environmental matters shall not be deemed to be untrue in any respect during any period in which Borrowers are pursuing rights or remedies pursuant to Sections 9.1, 9.2, 10.3 or 10.6 of the Stock Purchase Agreement; (d) default default(s) shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, guaranty or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower Debt or under any credit agreement, loan agreement, indenture, promissory note note, including without limitation, the Affiliate Credit Agreement, or similar agreement or instrument executed in connection with any of the foregoingforegoing in an aggregate amount equal to or exceeding $2,500,000, and such default default(s) shall remain unremedied for in excess of the period of grace, if any, with respect thereto, if the effect of such failure is that such Debt shall have become immediately due and payable in full or is subject to becoming immediately due and payable in full; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inabilityinability to pay, to pay or generally not be paying, its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gf) an order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (g) the levy against any significant portion of the Property of any Borrower, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding involving an amount which, if paid, would have a Material Adverse Effect and which is not permanently dismissed, discharged or bonded within 30 days after the levy; (h) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an aggregate amount in excess of $1,000,0002,500,000 and which is not covered by independent third-party insurance as to which the insurer does not dispute coverage, and such order, judgment judgment, or decree shall not be paid, dismissed or stayed within 60 fifteen (15) days or is not fully covered by insurancebefore the date on which execution on any Property of such Borrower may be issued; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.Corrupt

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of (i) any installment of principal or interest under this Agreement or the Notes or Notes, (ii) in the payment when due of any fee or other sum payable under any Loan Document to which Document, or (iii) any Indebtedness of the relevant Borrower is a party and such default shall continue unremedied for five daysunder any Commodity Hedge Agreement or Interest Rate Hedge Agreement permitted or required under applicable provisions of this Agreement; (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations obligations, covenants or agreements under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers obligations, covenants or agreements under Article V (other than Section 5.145.13), such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any or on behalf of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of $500,000 250,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance, renewal or extension of a Letter of Credit, and such inability shall continue for a period in excess of 60 days; (f) the levy against any significant portion of the Property of any the Borrower of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower 250,000 which is not permanently dismissed or discharged within 60 90 days after the levy; (fg) any of the Borrowers Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gh) an order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 90 days; (hi) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000250,000, and such order, judgment or decree shall not be dismissed or stayed within 60 90 days or is not fully covered by insurance; (ij) the Borrower is found guilty of any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers offense under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of the Borrowers Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 90 days from the date thereof; (kl) any Security Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (lm) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document 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 and termination of the Commitments and this Agreement, ceases to which it is a party, or denies that it has any liability under any Loan Document to which it is a partybe in full force and effect; (mn) any of the Borrowers Borrower purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (no) any the occurrence of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreementa Material Adverse Effect.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for five daysDocument; (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any obligation of its obligations the Borrower under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent or actual knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender and/or the Lenders in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, 100,000 and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article III, the satisfaction or curing of which is a condition precedent to the right of the Property Borrower to obtain a Loan or for the issuance of any a Letter of the BorrowersCredit, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of the Borrowers Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it their or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an a final non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it their or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 90 days; (h) the levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000100,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance30 days; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §Section 1961 et seqET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent for the benefit of the Lenders without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien, but only where such action or proceeding is not being contested by Borrower in good faith; (jk) any of the Borrowers Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its their Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinderlaw, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kl) any Security Document Instrument shall for any reason (other than the Agent's or the Lender's fault or negligence) not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan DocumentBorrower shall suffer a Change in Control; or (n) any the occurrence of a Material Adverse Effect and the Borrowers same shall make any payment on any Equity Owner Indebtedness remain unremedied for in violation excess of 30 days after notice given by the provisions of the Subordination AgreementAgent.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by Borrower in the payment when due of any installment of principal or interest under this Agreement or on the Notes or Note, (b) Default shall be made by Borrower in the payment when due of any fee installment of interest on the Note, or any fees or other sum monetary obligation payable under any Loan Document to which the relevant Borrower is a party hereunder, and such default shall continue remain unremedied for five days;in excess of three (3) days after notice being given by Bank, (bc) default Default shall be made by any of the Borrowers Borrower or Guarantor in the due observance or performance of any of its obligations under affirmative covenant required in this Agreement, the Loan Documents to which Note, the relevant Borrower is a partySecurity Instruments, andor the Guaranty, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue remain unremedied for ten in excess of thirty (30) days after the earlier of of: (i) such default becoming known to Borrower, or (ii) notice thereof to the relevant being given by Bank. (d) Default shall be made by Borrower or Borrowers by Guarantor in the Agent due observance or knowledge thereof by performance of any negative covenant required in this Agreement, the relevant Borrower Note, the Security Instruments, or any of the other Borrowers;Guaranty. (ce) any Any representation or warranty herein made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any respect material respect to Borrower or Guarantor, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower or Guarantor to the Agent or any Lender Bank in connection herewith proves to have been untrue in any respect material respect to Borrower or Guarantor as of the date the facts therein set forth were stated or certified; (df) default Default shall be made by any of the Borrowers Borrower or Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in excess of $25,000 in the aggregate; and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto, with the effect of accelerating the maturity of any such Indebtedness; (eg) the levy against any significant portion of the Property of any of the Borrowers, Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply Guarantor applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment or decree shall be entered against any case under Title 11 of the Borrowers by any court of competent jurisdiction or by any other Governmental AuthorityUnited States Code, on the petition of a creditor or otherwiseseeking liquidation, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts rearrangement or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and such order, judgment or decree shall not be dismissed or stayed within 60 days; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer taking advantage of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.,

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document and, with respect to which the relevant Borrower is a party and payment of interest only, such default shall continue unremedied for five three days; (b) default shall be made by any of the Borrowers Borrower or Xxxxxxxx-Louisiana in the due observance or performance of any of its their respective obligations under the Loan Documents Documents, other than as described in Section 7.1(a), and with respect to which default in the relevant Borrower is a party, and, as to compliance with the observance or performance of obligations of any of the Borrowers under Article V (other than Section 5.14)and under Sections 6.9, 6.10 and 6.11, such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other BorrowersNoteholder Agent; (c) any representation or warranty made by any of the Borrowers Borrower or Xxxxxxxx-Louisiana in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Noteholder Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower or Xxxxxxxx-Louisiana (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of exceeding $500,000 in the aggregate as to the relevant Borrower 100,000 or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers Xxxxxxxx-Louisiana shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gf) an order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower or Xxxxxxxx-Louisiana by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 30 days; (g) the levy against any significant portion of the Property of the Borrower or Xxxxxxxx-Louisiana, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy; (h) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower or Xxxxxxxx-Louisiana for money damages and/or Indebtedness due in an amount in excess of $1,000,000500,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance30 days; (i) any charges are filed the Borrower or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers Xxxxxxxx-Louisiana shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iviii) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kj) any the Security Document Instruments shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property all of the Lafitte Collateral; (k) any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Noteholder Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Noteholder Agent, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 7.1(k) could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which is taken in the aggregate would have a party thereto purportedly covered thereby, except to the extent permitted by this Agreement;Material Adverse Effect and any such circumstance shall exist for in excess of 30 days; or (l) any payment of royalties on Oil and Gas Properties of the Borrowers contests in Borrower shall not be paid when due or any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any account payable of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision Borrower (except as the Noteholder Agent may expressly agree in writing) shall not be paid within sixty (60) days of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreementinvoice date.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of (i) any installment of principal or interest under this Agreement or the Notes or Notes, (ii) in the payment when due of any fee or other sum payable under any Loan Document to which Document, or (iii) any Indebtedness of the relevant Borrower is a party and such default shall continue unremedied for five daysunder any Commodity Hedge Agreement or Interest Rate Hedge Agreement with any Approved Hedge Counterparty permitted or required under applicable provisions of this Agreement; (b) default shall be made by the Borrower or any of the Borrowers Guarantors in the due observance or performance of any of its obligations obligations, covenants or agreements under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers obligations, covenants or agreements under Article V (other than Section 5.14), such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowersrelevant Guarantors, as the case may be; (c) any representation or warranty made by or on behalf of the Borrower or any of the Borrowers Guarantors in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by the Borrower or any of the Borrowers Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect theretothereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed; (e) the levy against any significant portion of the Property of the Borrower or any of the Borrowers, or Guarantors of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower 1,000,000 which is not permanently dismissed or discharged within 60 days after the levy; (f) the Borrower or any of the Borrowers Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment or decree shall be entered against the Borrower or any of the Borrowers Guarantors by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) a final and non-appealable order, judgment or decree shall be entered against the Borrower or any of the Borrowers Guarantors for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any of the Borrowers Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower or any of the Guarantors subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) the Borrower or any of the Borrowers Guarantors shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this AgreementAgreement or cured or corrected on or before the tenth day after notice thereof to the Borrower or the Borrower otherwise becoming aware thereof; (l) the Parent shall cease to be the sole shareholder of the Borrower or the Borrower or one of the Subsidiary Guarantors shall cease to be the sole shareholder or member or the sole general partner of any Subsidiary Guarantor; (m) the Borrower or any of the Borrowers Guarantors contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a partyDocument, or denies that it has any liability under any Loan Document to which it is a partyDocument; (mn) as of the end of any calendar month during which the Borrower or any of the Borrowers Guarantors had Commodity Hedge Agreements (other than floors) in effect for volumes in excess of the volumes of reserves projected to be produced in the most recent Reserve Report provided pursuant to the provisions of Section 5.4, the notional amount of hydrocarbon production for such calendar month under such Commodity Hedge Agreements exceeds actual production from the Oil and Gas Properties of the Borrower and the Guarantors for such calendar month; provided, however, that, for the first 30 days only following any curtailment of production from any of the Oil and Gas Properties of the Borrower or any of the Guarantors due to any condition, event or occurrence downstream of a wellhead and not within the reasonable control of the Borrower or the relevant Guarantor (including any matter with respect to third party pipelines or processing facilities), for purposes of this clause (p) each well so affected shall be deemed to have continued to produce during such 30 day period at the level at which it was producing immediately prior to the relevant curtailment; or (o) the Borrower or any of the Guarantors purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default as to interest or fees only shall continue unremedied have continued for five three days; (b) default shall be made by any of the Borrowers Borrower or the Guarantors in the due observance or performance of any of its their respective obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower or the Guarantors in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower or the Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount Borrower to obtain a Loan and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of either the Borrowers Borrower or the Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of either the Borrowers Borrower or the Guarantors by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of the Borrower or the Guarantors, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower or the Guarantors for money damages and/or Indebtedness due in an amount in excess of $1,000,000200,000 not covered by insurance, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurancedays; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of either the Borrowers Borrower or the Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §Section 1961 et seqET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower or the Guarantors subject to a Lien in favor of the Agent Lender without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of either the Borrowers Borrower or the Guarantors shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditorslaw, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kl) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party;; or (m) any the occurrence of a Material Adverse Effect and the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision same shall remain unremedied for in excess of any Loan Document; or (n) any of 30 days after notice given by the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination AgreementLender.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by Borrower in the payment when due of any installment of principal or interest under this Agreement or on the Notes or Note, (b) Default shall be made by Borrower in the payment when due of any fee installment of interest on the Note, or any fees or other sum monetary obligation payable under any Loan Document to which the relevant Borrower is a party hereunder, and such default shall continue remain unremedied for five days;in excess of three (3) Business Days after notice being given by Bank, (bc) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under affirmative covenant required in this Agreement, the Loan Documents to which the relevant Borrower is a partyNote, andor any Security Instrument, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue remain unremedied for ten in excess of thirty (30) days after the earlier of: (i) such default becoming known to Borrower, or (ii) notice being given by Bank. (d) Default shall be made by Borrower in the due observance or performance of notice thereof to any negative covenant required in this Agreement, the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower Note, or any of the other Borrowers;Security Instruments. (ce) any Any representation or warranty herein made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower to the Agent or any Lender Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (df) default Default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in excess of $1,000,000.00 in the aggregate; and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto, with the effect of accelerating the maturity of any such Indebtedness; (eg) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment or decree shall be entered against any case under Title 11 of the Borrowers by any court of competent jurisdiction or by any other Governmental AuthorityUnited States Code, on the petition of a creditor or otherwiseseeking liquidation, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement rearrangement or taking advantage of its debts any bankruptcy, insolvency, debtor's relief or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and such order, judgment or decree shall not be dismissed or stayed within 60 days; (h) a final and non-appealable order, judgment or decree shall be entered against any other similar law of the Borrowers for money damages and/or Indebtedness due in an amount in excess United States, the State of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed Texas or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.)jurisdiction, the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee principal, interest, fees or other sum sums payable hereunder or under any other Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for five daysDocument; (b) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of covenant or agreement set forth in any of the Borrowers under Article V (other than Section 5.14), Sections 5.2 through 5.7 and such default shall continue for ten in excess of 15 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Administrative Agent to such Borrower or knowledge thereof by the relevant such Borrower, or default shall be made by such Borrower or any Subsidiary in the due observance or performance of the any other Borrowerscovenant or agreement set forth in this Agreement or any other Loan Document; (c) any Any representation or warranty made by any of the Borrowers in Borrower or any of the its Subsidiaries in this Agreement or any other Loan Documents to which the relevant Borrower is a party Document proves to have been untrue in any material respect when made or deemed to have been made, or any representation, warranty, statement (including Financial Statements), certificate or data furnished or made to the Agent by any Borrower or any Lender of its Subsidiaries to any Lender, the Issuing Bank or the Administrative Agent in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (di) default Default shall be made by any Borrower or any of the Borrowers (as principal or guarantor or other surety) its Subsidiaries in the payment or performance of any bond, debenture, note note, security (as defined in the Securities Act of 1933, as amended), or other evidence of Indebtedness (other than Indebtedness hereunder and Indebtedness under Hedging Agreements) in excess of $500,000 in the aggregate as to the relevant Borrower 10,000,000, or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto, and the effect of such default is to cause, or permit the holders of such Indebtedness or security to cause, the acceleration of the maturity of any such Indebtedness or to permit a trustee or holder of any security to elect (whether or not such trustee or holder does elect) a majority of the directors on the board of directors of any Borrower or its Subsidiaries or (ii) there occurs under any Hedging Agreement an Early Termination Date (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which any Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Hedging Agreement) or (B) any Termination Event (as defined in such Hedging Agreement) under such Hedging Agreement as to which any Borrower or any of its Subsidiaries is an Affected Party (as defined in such Hedging Agreement) and, in either event, the termination value owed by such Borrower or such Subsidiary as a result thereof is greater than $10,000,000; (e) the levy against any significant portion of the Property of Any Borrower or any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers its Subsidiaries shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gf) an An order, judgment or decree shall be entered against any Borrower or any of the Borrowers its Subsidiaries by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (hg) a final and non-appealable order, judgment Any Borrower or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers its Subsidiaries shall have (i) concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinderand not otherwise permitted under the provisions of this Agreement, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay paid; (h) The levy against any significant portion of the Property of any Borrower or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings Subsidiaries or distraint any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not vacated permanently dismissed or discharged within 60 days from days; (i) A final and non-appealable order, judgment, or decree shall be entered against any Borrower or any of its Subsidiaries for money damages and/or Indebtedness due in an amount in excess of $10,000,000 (to the date thereofextent not covered by independent third-party insurance as to which the insurer does not dispute coverage) and such order, judgment, or decree shall not be dismissed or stayed within 60 days; (j) [Reserved]; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement[Reserved]; (l) Any of the Loan Documents shall cease, for any reason, to be in full force and effect, or any Borrower, any Subsidiary or any Affiliate of any Borrower or Subsidiary shall so assert, or any Lien created by any of the Borrowers contests in any manner Loan Documents shall cease to be enforceable and of the validity or enforceability of any provision of any Loan Document same effect and priority purported to which it is a party, or denies that it has any liability under any Loan Document to which it is a partybe created thereby; (mi) any Any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Borrowers purports Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become, or obtain rights (whether by means or warrants, options or otherwise) to revokebecome, terminate the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d) 5 under the Exchange Act), directly or rescind any indirectly, of more than 20% of the outstanding common stock of Swift Co; (ii) the board of directors of Swift Co shall cease to consist of a majority of Continuing Directors; or (iii) Swift Co shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of Swift LLC free and clear of all Liens (except Liens created by the Loan Document or any provision of any Loan DocumentDocuments); or (ni) Any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the Borrowers PBGC or a Plan shall make arise on the assets of any payment on Borrower or any Equity Owner Indebtedness Subsidiary or any Commonly Controlled Entity, (iii) a "reportable event", as such term is defined in violation Section 4043 of ERISA shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which reportable event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the provisions Majority Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any Borrower or any Subsidiary or any Commonly Controlled Entity shall, or in the reasonable opinion of the Subordination AgreementMajority Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multi-employer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Majority Lenders, reasonably be expected to have a Material Adverse Effect.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (ai) default shall be made in any payment of principal when due under this Agreement or the Notes on the Stated Maturity Date or (ii) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum sums, including, without limitation, interest, payable under any Loan Document to which the relevant Borrower is a party other than as set forth under clause (i) hereof and such default failure shall continue unremedied for a period of five days; (b) default shall be made in the due observance or performance of any obligation under Section 8.9, 8.15, 8.18, or 8.19 of this Agreement; (c) default shall be made by any of the Borrowers Borrower or a Subsidiary Guarantor in the due observance or performance of any of its their respective obligations under the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of any of the Borrowers under Article V (other than as described in Section 5.14), 9.1(a) or 9.1(b) and such default shall continue for ten not have been remedied within thirty days after the earlier of (i) receipt of written notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower from the Agent, or (ii) any Borrower or any of the other BorrowersSubsidiary Guarantor having or obtaining knowledge thereof; (cd) any representation or warranty made by any of the Borrowers Borrower or any Subsidiary Guarantor in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (de) default default(s) shall be made by the Borrower or any of the Borrowers Subsidiary Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of an aggregate amount equal to or exceeding $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing5.0 million, and such default default(s) shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) thereto if the levy against any significant portion effect of the Property of any of the Borrowerssuch default is that such Indebtedness becomes, or any executionif such default permits the holder of such Indebtedness to declare it to be, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levyimmediately due and payable; (f) the Borrower or any of the Borrowers Subsidiary Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inabilityinability to pay, to pay or generally not be paying, its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against the Borrower or any of the Borrowers Subsidiary Guarantor by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding Proceeding, or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of the Borrower or any Subsidiary Guarantor or the execution, garnishment, attachment, sequestration, or other writ or similar proceeding, in each case involving an amount which, if paid, would have a Material Adverse Effect and which is not permanently dismissed, discharged or bonded within thirty days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower or any of the Borrowers Subsidiary Guarantor for money damages and/or Indebtedness due in an aggregate amount in excess of $1,000,0005.0 million and which is not covered by independent third-party insurance as to which the insurer does not dispute coverage, and such order, judgment judgment, or decree shall not be paid, dismissed or stayed within 60 at least fifteen days before the date on which execution on any Property of the Borrower or is not fully covered by insuranceSubsidiary Guarantor may be issued; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any of the Borrowers Subsidiary Guarantor under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §Section 1961 et seq.), the result of which could reasonably be expected to be the forfeiture or transfer of any material Property of the relevant Borrower or a Subsidiary Guarantor subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) the Borrower or any of the Borrowers Subsidiary Guarantor shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any material part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (kl) any of the following events shall occur with respect to any Pension Plan: (a) the institution of any steps by the Borrower, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any such member would be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in each case in excess of $1.0 million; or (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA. (m) any Security Document Instrument shall for any reason not, or shall cease to, create valid and perfected first-priority Liens (or, in the case of the Properties subject to the Production Payment 2001 Facility, a second priority Lien behind the Production Payment 2001 Lien) against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except subject to Permitted Liens and Liens permitted under Section 8.3, and which Collateral has a value greater than $1.0 million in the aggregate for all such Collateral, unless the Borrower has provided the Collateral Agent, within thirty days, with additional Collateral having at least an equivalent value to the extent permitted Collateral affected by this Agreement; (l) any of such failure as determined by the Borrowers contests in any manner Required Lenders and otherwise reasonably satisfactory to the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan DocumentRequired Lenders; orand (n) the Borrower or any of the Borrowers its Subsidiaries shall make any payment on any Equity Owner Indebtedness in violation (i) fail to deliver all of the provisions Scheduled Amounts (as defined in the Production Payment 2001 Facility) for any two consecutive months or shall owe Monthly Adjustment Amounts (as defined in the Production Payment 2001 Facility) for any period of more than four months or (ii) otherwise breach any term or condition of the Subordination AgreementProduction Payment 2001 Facility if the effect of such breach could reasonably be expected to give any other party thereto the right to exercise its rights with respect to the Production Payment 2001 Lien.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (ai) default shall be made in any payment of principal when due under this Agreement or the Notes at Final Maturity or pursuant to Section 2.12, or (ii) in the event of a default in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum sums payable under any Loan Document to which the relevant Borrower is a party and other than as set forth under clause (i) hereof, such default failure shall continue unremedied for a period of five (5) days; (b) default shall be made in the due observance or performance of any obligation under Sections 5.4 or 5.5 of the Guaranty; (c) default shall be made by any of Borrower or the Borrowers Guarantor in the due observance or performance of any of its their respective obligations under the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of any of the Borrowers under Article V (other than as described in Section 5.14), 7.1(a) or 7.1(b) and such default shall continue for ten not have been remedied within 30 days after the earlier of (i) receipt of written notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrowers from the Agent, or (ii) any Borrower or any of the other BorrowersGuarantor having or obtaining knowledge thereof; (cd) any representation or warranty made by any of Borrower or the Borrowers Guarantor in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified or deemed stated or certified; (de) default default(s) shall be made by any of Borrower or the Borrowers Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower Debt or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoingforegoing in an aggregate amount equal to or exceeding $2,500,000, and such default default(s) shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) , if the levy against any significant portion effect of the Property of any of the Borrowers, such failure is that such Debt shall have become immediately due and payable in full or any execution, garnishment, attachment, sequestration or other writ or similar proceeding is subject to becoming immediately due and payable in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levyfull; (f) any of Borrower or the Borrowers Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inabilityinability to pay, to pay or generally not be paying, its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of Borrower or the Borrowers Guarantor by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of any Borrower or the Guarantor, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding involving an amount which, if paid, would have a Material Adverse Effect and which is not permanently dismissed, discharged or bonded within 30 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of Borrower or the Borrowers Guarantor for money damages and/or Indebtedness due in an aggregate amount in excess of $1,000,0002,500,000 and which is not covered by independent third-party insurance as to which the insurer does not dispute coverage, and such order, judgment judgment, or decree shall not be paid, dismissed or stayed within 60 days or is not fully covered by insurance30 days; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of Borrower or the Borrowers Guarantor under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 ss.1961 et seq.), the result of which could reasonably be expected to be the forfeiture or transfer of any material Property of such Borrower or the relevant Borrower Guarantor subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of Borrower or the Borrowers Guarantor shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (kl) any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower, the Guarantor or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Agent, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 7.1(l) could reasonably be expected to subject the Borrower, the Guarantor or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days; (m) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except subject to Permitted Liens, and which Collateral has a value greater than $100,000, unless the Borrowers have provided the Agent, within 30 days following written notice to the extent permitted by this Agreement; (l) any of Borrowers from the Borrowers contests in any manner Agent, with additional Collateral having at least an equivalent value and otherwise reasonably satisfactory to the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan DocumentRequired Lenders; orand (n) any the Guarantor shall cease to own all of the Borrowers outstanding capital stock of any class issued by KRI, KCS Pipeline and KCS Michigan; or Proliq, Inc. shall make any payment on any Equity Owner Indebtedness in violation cease to own all of the provisions outstanding capital stock of the Subordination Agreementany class issued by KCS Marketing.

Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of DefaultDefault as that term is used herein: (a) default Default shall be made by Borrower in the payment when due of any installment of principal or interest under this Agreement or on the Notes or Note, (b) Default shall be made by Borrower in the payment when due of any fee installment of interest on the Note, or any fees or other sum monetary obligation payable under any Loan Document to which the relevant Borrower is a party hereunder, and such default shall continue remain unremedied for five days;in excess of three (3) Business Days after notice being given by Bank, (bc) default Default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its obligations under affirmative covenant required in this Agreement, the Loan Documents to which the relevant Borrower is a partyNote, andor any Security Instrument, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue remain unremedied for ten in excess of thirty (30) days after the earlier of: (i) such default becoming known to Borrower, or (ii) notice being given by Bank. (d) Default shall be made by Borrower in the due observance or performance of notice thereof to any negative covenant required in this Agreement, the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower Note, or any of the other Borrowers;Security Instruments. (ce) any Any representation or warranty herein made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower to the Agent or any Lender Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (df) default Default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, ; and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto, with the effect of accelerating the maturity of any such Indebtedness; (eg) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceedinga case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors of all creditors, or substantially all of its assets, (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment or decree shall be entered against any case commenced under Title 11 of the Borrowers by any court of competent jurisdiction or by any other Governmental Authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all United States Code or any substantial part of its assetsreorganization, and such orderinsolvency, judgment conservatorship or decree shall not be dismissed or stayed within 60 days; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or similar proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 days from the date thereof; (k) any Security Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreement.insolvency,

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of on any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of on any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default as to interest or fees only shall continue unremedied have continued for five daysthree Business Days; (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its their respective obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against Borrower shall be unable to satisfy any significant portion condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Property Borrower to obtain a Loan or the issuance of any a Letter of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount Credit and such inability shall continue for a period in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy30 days; (f) any of either the Borrowers Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment judgment, or decree shall be entered against any of either the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (h) the levy against any significant portion of the Property of the Borrower, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy; (i) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000500,000, except as disclosed on the Closing Date in Exhibit V and such order, judgment judgment, or decree shall not be dismissed paid in full, dismissed, or stayed within 60 days or is not fully covered by insurancedays; (ij) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of either the Borrowers Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §Section 1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent Lender and/or the Lenders without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (jk) any of the Borrowers Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditorslaw, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kl) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports Borrower shall cease to revoke, terminate or rescind any Loan Document or any provision of any Loan Documentbe owned by its presently existing shareholders; or (n) any the occurrence of a Material Adverse Effect and the Borrowers same shall make any payment on any Equity Owner Indebtedness remain unremedied for in violation excess of 60 days after notice given by the provisions of the Subordination Agreement.Lender;

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes Note or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied have continued for five days; (b) default shall be made by any of the Borrowers Borrower in the due observance or performance of any of its their respective obligations under the Loan Documents to which the relevant Borrower is a partyDocuments, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten 30 days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent Lender or knowledge thereof by the relevant Borrower or any of the other BorrowersBorrower; (c) any representation or warranty made by any of the Borrowers Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (d) default shall be made by any of the Borrowers Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, Commodity Hedge Agreement, Rate Management Transaction, or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gf) an order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days; (g) the levy against any significant portion of the Property of any Borrower, or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 90 days after the levy; (h) a final and non-appealable order, judgment judgment, or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000500,000, and such order, judgment judgment, or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurancedays; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a Lien in favor of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (j) any of the Borrowers shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part material portion of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any material portion of its Property which may be maybe fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinder, delay or defraud its creditorslaw, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinderpaid, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kj) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens subject to Permitted Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except thereby or any Borrower shall assert that any Security Instrument does not or discontinues to create valid Liens thereunder; (k) the extent permitted occurrence of a Material Adverse Effect and the same shall remain unremedied for in excess of 30 days after notice given by this Agreement;the Lender; or (l) any the occurrence of the Borrowers contests in any manner the validity or enforceability a Change of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination AgreementControl.

Enumeration of Events of Default. Any of the following events shall constitute an Event of Default: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for five daysDocument; (b) default shall be made by any of the Borrowers a Borrower in the due observance or performance of (i) its covenants contained in Article VI and Section 5.12, or (ii) any other obligations or covenants set forth in any Loan Document which is not covered by clause (i) of its obligations under the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations this Section 7.1(b) or any other provision of any of the Borrowers under Article V (other than this Section 5.14), 7.1 if such default shall continue remained unremedied for ten 30 days after the earlier occurrence of notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowerssuch default; (c) any representation or warranty made by any of the Borrowers a Borrower in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Agent or any Lender and/or the Lenders in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (di) default shall be made by failure to pay any principal of or premium or interest on its Indebtedness which is outstanding in a principal amount of at least $500,000 individually or when aggregated with all such Indebtedness of the Borrowers or their Subsidiaries so in default (as principal but excluding Indebtedness evidenced by the Notes) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingotherwise), and such default failure shall remain unremedied for in excess of continue after the period of graceapplicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Indebtedness which is outstanding in a principal amount of at least $500,000 individually or when aggregated with respect theretoall such Indebtedness of the Borrowers and their Subsidiaries so in default, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or (iii) any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; (e) a Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the levy satisfaction or curing of which is a condition precedent to the right of such Borrower to obtain a Loan or for the issuance, extension, or increase of a Letter of Credit, and such inability shall continue for a period in excess of 30 days; (f) a Borrower or any of its Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against a Borrower or any significant portion of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the Property entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against a Borrower or any of its Subsidiaries, either such proceeding shall remain undismissed for a period of 60 days or any of the Borrowers, actions sought in such proceeding shall occur; or a Borrower or any executionof its Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth above in this Section 7.1(f); (g) any judgment, garnishment, attachment, sequestration decree or other writ order for the payment of money shall be rendered against a Borrower or similar proceeding any of its Subsidiaries in an amount in excess of $500,000 as to the relevant if rendered solely against a Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) any of the Borrowers shall its Subsidiaries, or for which a Borrower's or any such Subsidiary's allocated portion of which exceeds $500,000 and either (i) apply such judgment, decree or order remains unsatisfied and in effect for a period of 30 consecutive days or consent to the appointment of a receivermore without being vacated, trustee discharged, satisfied or liquidator of it stayed or all bonded pending appeal or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) an order, judgment or decree enforcement proceedings shall be entered against any of the Borrowers have been commenced by any court of competent jurisdiction creditor upon such judgment, decree or by any other Governmental Authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and such order, judgment or decree shall not be dismissed or stayed within 60 days; (h) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers for money damages and/or Indebtedness due in an amount in excess of $1,000,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance; (i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrowers a Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §Section 1961 et seqET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the relevant a Borrower subject to a Lien in favor of the Agent for the benefit of the Lenders without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien, but only where such action or proceeding is not being contested by such Borrower in good faith; (ji) any of the Borrowers a Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its their Property, with intent to hinder, delay delay, or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar law with intent to hinderlaw, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kj) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against an Acceptable Security Interest in the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreement; (k) a Borrower shall suffer a Change in Control; or (l) any the occurrence of a Material Adverse Effect and the Borrowers contests same shall remain unremedied for in any manner excess of 30 days after notice given by the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination AgreementAgent.

Enumeration of Events of Default. Any of the following events shall constitute an Event of DefaultDefault as that term is used herein: (a) default shall be made in the payment when due of any installment of principal or interest under this Agreement Agreement, the Note or the Notes or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied Fee provided for five daysherein; (b) an Event of Default as defined in any Loan Document shall have occurred; (c) default shall be made by any of the Borrowers in the due observance or performance of any of its obligations under obligations, covenants or agreements contained in any of the Loan Documents to which the relevant Borrower is a party, and, as to compliance with the obligations of any of the Borrowers under Article V (other than Section 5.14), and such default shall continue for ten days after the earlier of notice thereof could be expected to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowershave a Material Adverse Effect; (cd) any representation or warranty made by any of the Borrowers in any of the Loan Documents to which the relevant Borrower is Documents, including, without limitation, in a party Request for Advance, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified and such misrepresentation or breach of warranty has a Material Adverse Effect; (de) default shall be made by any of the Borrowers (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess evidence of $500,000 in the aggregate as to the relevant Borrower indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto; (e) the levy against any significant portion of the Property of any of thereto and such default is not being Contested in Good Faith by the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not permanently dismissed or discharged within 60 days after the levy; (f) the Borrowers shall be unable to satisfy any condition or cure any circumstance specified in Articles IV, V, VII and VIII unless the failure to so satisfy would not have a Material Adverse Effect, the satisfaction or curing of which is precedent to the right of the Borrowers to receive an Advance hereunder, and such inability shall continue for a period in excess of 30 days; (g) Any of the Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency ProceedingProceeding concerning such Borrower, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assetscreditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (gh) an order, judgment or decree shall be entered against any of the Borrowers Borrower by any court of competent jurisdiction or by any other Governmental Authorityduly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, assets and such order, judgment or decree shall not be dismissed or stayed within 60 days30 days after the issuance and entry thereof; (hi) the levy against any significant portion of the Property of Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which has a Material Adverse Effect; (j) a final and non-appealable order, judgment or decree shall be entered against any of the Borrowers Borrower for money damages and/or Indebtedness due in an amount in excess of $1,000,000, 250,000.00 which is not otherwise covered by insurance for 100% of the judgment and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 60 days or is not fully covered by insurance30 days; (ik) any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrowers or any Commonly Controlled Entity (as such term is defined in ERISA) shall incur, or in the reasonable opinion of the Lender, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization (as such term is defined in ERISA) of, a Multi-Employer Plan (as such term is defined in ERISA); or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 9.1(k) could subject the Borrowers or any of them, or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days; (l) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the either Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §Section 1961 et seqET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower Borrowers subject to a Lien in favor of the Agent Lender without (i) satisfaction or provision for satisfaction of such Lien Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien, or (iii) the Borrowers paying to the Lender the amount of the resultant decrease in the Borrowing Base, as a result thereof; (jm) any Either of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, ; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 60 30 days from the date thereof; (kn) any Security Document Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Property of the Borrower which is a party thereto Collateral purportedly covered thereby, except to the extent permitted by this Agreementthereby and such occurrence would have a Material Adverse Effect; (lo) any of the Borrowers contests in any manner good faith determination by the validity Lender that a Material Adverse Effect has occurred or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party; (m) any of the Borrowers purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or (n) any of the Borrowers shall make any payment on any Equity Owner Indebtedness in violation of the provisions of the Subordination Agreementwill occur.