Common use of Events of Default and Acceleration Clause in Contracts

Events of Default and Acceleration. Any of the following events shall constitute an “Event of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”: (a) any Borrower shall fail to pay any principal of its Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrowers or any of their Restricted Subsidiaries shall fail to comply with any of the covenants contained in §§9.1, 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 11; (d) any of the Borrowers or any of their Restricted Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.1) for thirty (30) days after written notice of such failure has been given to the Applicable Borrower by the Administrative Agent; (e) any representation or warranty of any of the Borrowers or any of their Restricted Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made; (f) any of the Borrowers or any of their Restricted Subsidiaries shall fail to pay when due, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized Leases, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) any of the Borrowers and any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator or receiver of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Law, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within sixty (60) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator or receiver or adjudicating any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers in an involuntary case under any Debtor Relief Law as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against any of the Borrowers or any of their Restricted Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers or any of their Restricted Subsidiaries exceeds in the aggregate $50,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers or any of their Restricted Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which results or could reasonably be expected to result in liability under Title IV of ERISA to the Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $50,000,000; or (iii) there is a failure of legal compliance with respect to any Canadian Plan or Foreign Plan and such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; or (iv) a Canadian Plan or a Foreign Plan is terminated and such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)).

Events of Default and Acceleration. Any If any of the following events shall constitute an “Event ---------------------------------- ("Events of Default” " or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”"Defaults") shall occur: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any Borrower of the Subsidiary Guarantors shall fail to pay (i) any interest on its the Loans, any Commitment Feethe commitment fee, any Letter of Credit Fee, any Duration Feethe Agent's fee, or other sums due hereunder or under any fees due under of the Fee Letter, when other Loan Documents within two (2) days after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrowers Parent, the Borrower or any of their Restricted respective Subsidiaries shall fail to comply with any of its covenants contained in (S)(S)10.2, 10.4, 10.5, 10.6, 10.8, 10.10, 10.12, 10.14, 10.15, 11 or 12 or any of the covenants contained in §§9.1, 9.5.1, any of the first sentence of §9.6, 9.12, 9.14, 10 or 11Mortgages; (d) any of the Borrowers Parent, the Borrower or any of their Restricted respective Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.1(S)15.1) for thirty fifteen (3015) days after written notice of such failure has been given to the Applicable Borrower by the Administrative Agent; (e) any representation or warranty of any of the Borrowers Parent, the Borrower or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (f) any of the Borrowers Parent, the Borrower or any of their Restricted respective Subsidiaries shall fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized LeasesLeases in an aggregate amount in excess of $500,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases in an aggregate amount in excess of $500,000 for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; (g) any of the Borrowers and Parent, the Borrower or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person shall indicate their its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within sixty forty-five (6045) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of the Borrowers Parent, the Borrower or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers such Person in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, unvacated, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against any of the Borrowers Parent, the Borrower or any of their Restricted respective Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers or any of their Restricted Subsidiaries such Person exceeds in the aggregate $50,000,0001,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded or the Agent's security interests, mortgages or liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersBanks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Parent, the Borrower or any of their Restricted respective Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $1,000,000 or the Borrower or any ERISA Event Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $1,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan Plan: (i) an ERISA Reportable Event, or Multiemployer Plan which results a failure to make a required installment or other payment (within the meaning of (S)302(f)(1) of ERISA), provided that the Agent determines in its reasonable discretion -------- that such event (A) could reasonably be expected to result in liability under Title IV of ERISA the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount exceeding $1,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in excess favor of $50,000,000such Guaranteed Pension Plan; or (ii) GWI or any ERISA Affiliate fails the appointment by a United States District Court of a trustee to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $50,000,000administer such Guaranteed Pension Plan; or (iii) there is a failure the institution by the PBGC of legal compliance with respect proceedings to any Canadian Plan or Foreign Plan and terminate such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; or (iv) a Canadian Plan or a Foreign Plan is terminated and such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Guaranteed Pension Plan; (l) any of the Borrowers Parent, the Borrower or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty fifteen (3015) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any the Borrower or any of its Restricted their respective Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effectmaterial adverse effect on the business or financial condition of the Borrower or such Subsidiary; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any the Parent, the Borrower or any of its Restricted their respective Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effectmaterial adverse effect on the business or financial condition of the Parent, the Borrower or such Subsidiary; (o) any of the Borrowers Parent, the Borrower or any of their Restricted respective Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers Parent, the Borrower or any of their Restricted respective Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary Person having a fair market value in excess of $50,000,0001,000,000; (p) (i) the Parent shall at any person time, legally or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other beneficially own less than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five one hundred percent (35100%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority stock of the board of directors of GWI, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted SubsidiariesBorrower, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)).Borrower;

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “DefaultDefaults”) shall occur: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its the Loans, any Commitment Fee, any Letter reimbursement obligations with respect to the Letters of Credit Fee, any Duration FeeCredit, or any fees or other sums due hereunder or under any of the Fee Letter, other Loan Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, ; (c) the Borrower shall fail to comply with the covenant contained in §9.1 and such failure shall continue for three five (35) days; or (ii) any other sums due hereunder or under any of Business Days after written notice thereof shall have been given to the other Loan Documents, when Borrower by the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrowers or any of their Restricted Subsidiaries shall fail to comply with any of the covenants contained in §§9.1, 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 11Agent; (d) any of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §8.20, §9.3, §9.4, §9.5 or §9.6; (e) any of the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this §14.1) for thirty (30) days after written notice of such failure has been given to 12 or in the Applicable Borrower by the Administrative Agentother Loan Documents); (ef) any representation or warranty of any made by or on behalf of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (fg) any of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries shall fail to pay when duedue (including, without limitation, at maturity), or within any applicable period of grace, any principal, interest or other amount on account any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized LeasesDerivatives Contract), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereofthereof or require the termination or other settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Recourse Indebtedness totaling in excess of $50,000,000.00 or Non-Recourse Indebtedness in excess of $75,000,000.00; (gh) any of the Borrowers and Borrower, the Guarantors or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiariesi) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers for it or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries its assets, (other than Immaterial Restricted Subsidiariesii) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) it under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, the Guarantors or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of the Borrowers debt, dissolution or liquidation or similar law of any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) jurisdiction, now or hereafter in effect, and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person shall indicate their its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such a trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating for any of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers such Person in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether or not consecutive, any one or more uninsured or unbonded final judgment judgments, orders, awards, writs execution or attachments against any of the Borrowers Borrower, Guarantors or any of their Restricted respective Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers either individually or any of their Restricted Subsidiaries exceeds in the aggregate aggregate, exceed $50,000,00050,000,000.00; (jl) if any of the Loan Documents Documents, the Contribution Agreement or the Bond Subordination and Standstill Agreement shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents Documents, the Contribution Agreement or the Bond Subordination and Standstill Agreement shall be commenced by or on behalf of the Borrower or any of the Borrowers or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersGuarantors, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents Documents, the Contribution Agreement or the Bond Subordination and Standstill Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (km) an ERISA Event occurs any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrower, the Guarantors or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of any of the Borrower, the Guarantors or any of their respective Subsidiaries shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA any of the Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $20,000,000.00 and (x) such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iiiy) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Plan; or (ivz) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Guaranteed Pension Plan; (lo) the Borrower, any of the Borrowers Guarantor or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or any shareholder, officer, director, partner or member of any of them shall be enjoinedindicted for a federal crime, restrained or in a punishment for which could include the forfeiture of (i) any way prevented by assets of the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive daysBorrower, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower Guarantors or any of its Restricted their respective Subsidiaries if such event or circumstance is not covered by business interruption insurance and would which in the good faith judgment of the Required Lenders could have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (oii) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000Unencumbered Asset Pool Properties; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; orControl shall occur; (q) an Event of Default under any Guarantees of the other Loan Documents shall occur; (r) [Intentionally Omitted]; (s) [Intentionally Omitted]; (t) REIT fails to perform any term, covenant or agreement contained in §7.12 which it is required to perform; (u) Any default, material misrepresentation or breach of warranty in the Bond Subordination and Standstill Agreement by the Authority or the subordinate lender that is the holder of the Bond; then, and in any such event, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other than a Guarantee Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by an Immaterial Restricted Subsidiarythe Borrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or security interests §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. Upon demand by Agent or the Majority Revolving Credit Lenders in their absolute and sole discretion after the occurrence of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the Collateral (includingundrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. In the alternative, without limitationif demanded by Agent in its absolute and sole discretion after the occurrence of an Event of Default, the Voting Trust Certificates Borrower will Cash Collateralize the Letter of Credit Liabilities (or other ownership or profit interest in an amount equal to the Voting Trustamount of all undrawn Letters of Credit)), at any time after its execution . Such amounts will be pledged to and delivery held by Agent for the benefit of the Loan Documents Lenders as security for any reason amounts that become payable under the Letters of Credit and all other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force Obligations and effect (except Hedge Obligations in accordance with the terms §2.12. Upon any draws under Letters of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject Credit, at Agent’s sole discretion, Agent may apply any such amounts to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner repayment of amounts drawn thereunder and upon the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge expiration of the Voting Trust Certificates (Letters of Credit any remaining amounts will be applied to the payment of all other Obligations and Hedge Obligations or other ownership if there are no outstanding Obligations and Hedge Obligations and Lenders have no further obligation to make Revolving Credit Loans or profit interest in issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the Voting Trust))Borrower will be released to the Borrower.

Events of Default and Acceleration. Any If any of the following events shall constitute an “Event ("Events of Default” " or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”"Defaults") shall occur: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, the Loans or any fees other sums due hereunder or under any of the Fee Letterother Loan Documents, when within three (3) days from the date the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, ; (c) the Borrower or REA shall fail to comply with the covenant contained in Section 9.1 and such failure shall continue for three to exist after written notice thereof shall have been given to the Borrower by the Agent and the cure period provided in Section 12.1B(a) shall have ended; (3d) days; the Borrower or (ii) REA shall fail to comply with any other sums due hereunder covenant contained in Section 9.2, Section 9.3, Section 9.4 or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, Section 9.5 and such failure shall continue for thirty (30) daysdays after written notice thereof shall have been given to the Borrower by the Agent; (ce) any of the Borrowers Borrower, REA, the Guarantors, or any of their Restricted Subsidiaries shall fail to comply with any of the covenants contained in §§9.1, 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 11; (d) any of the Borrowers or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this §14.1Section 12) and such failure shall continue for thirty (30) days after written notice of such failure has thereof shall have been given to the Applicable Borrower by the Administrative AgentAgent or such longer period, not to exceed an additional sixty (60) days, as may be required to cure such default, provided that cure is being diligently pursued; (ef) any representation or warranty of any made by or on behalf of the Borrowers Borrower, REA, the Guarantors, or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, any advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated and such representation or warranty shall continue to be false after written notice thereof shall have been given to the Borrower by the Agent and the cure period provided in Section 12.1(B)(c) shall have ended; (fg) any of the Borrowers Borrower, REA, the Guarantors, or any of their Restricted respective Subsidiaries (i) shall fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or other Indebtedness in respect of any Capitalized Leasesa principal amount exceeding $2,000,000, or (ii) shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness in respect of any Capitalized Leases a principal amount exceeding $2,000,000 for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (gh) any of the Borrowers and Borrower, REA, the Guarantors, or any of their Restricted Subsidiaries respective Subsidiaries, (other than Immaterial Restricted Subsidiariesi) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers for it or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries its assets, (other than Immaterial Restricted Subsidiariesii) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) it under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, REA, the Guarantors, or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of the Borrowers debt, dissolution or liquidation or similar law of any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) jurisdiction, now or hereafter in effect, and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person shall indicate their its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within sixty ninety (6090) days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such a trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating for any of the Borrowers Borrower, REA, the Guarantors, or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers such Person in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether or not consecutive, any one or more uninsured final judgment judgments against any of the Borrowers Borrower, REA, the Guarantors, or any of their Restricted respective Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers either individually or any of their Restricted Subsidiaries exceeds in the aggregate aggregate, exceed $50,000,0002,000,000; (jl) if any of the Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower, REA or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersthe Guarantors, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (km) an ERISA Event occurs any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrower, REA or any Guarantor shall occur or any sale, transfer or other disposition of the assets of any of the Borrower, REA or any Guarantor shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) the Borrower or REA shall fail to comply with the covenant contained in Section 7.19; (o) all of any portion of a Mortgaged Property (or any interest therein) is forfeited as a result of any criminal or quasi-criminal activity by the owner thereof (or any Person related to the owner thereof); (p) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA any of the Borrower, REA, the Guarantors or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $2,000,000 and such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Plan; or (iv) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Guaranteed Pension Plan; (lq) any Xxxxxxx Xxxxxx shall cease to have chief executive responsibilities of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) REA, and a competent and experienced successor for such Person shall not be enjoined, restrained or in any way prevented approved by the order Majority Lenders within six (6) months of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) daysevent, such approval not to be unreasonably withheld; (mr) there REA shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God fail to pay or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or perform any of its Restricted Subsidiaries if such event obligations under Section 32 or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there any Guarantor shall occur the loss, suspension fail to pay or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or perform any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission obligations under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000its Guaranty; or (qs) an event of default under any Guarantees (of the other than a Guarantee Loan Documents shall occur; then, and in any such event, the Agent may, and upon the request of the Majority Lenders shall, by an Immaterial Restricted Subsidiarynotice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in Section 12.1(h), Section 12.1(i) or security interests in the Collateral (includingSection 12.1(j), all such amounts shall become immediately due and payable automatically and without limitationany requirement of presentment , the Voting Trust Certificates (demand, protest or other ownership or profit interest in the Voting Trust)), at notice of any time after its execution and delivery kind from any of the Loan Documents for any reason other than as expressly permitted hereunder Lenders or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Agent.

Events of Default and Acceleration. Any Each of the following events shall constitute an “Event of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at payable and in the stated date of maturity or any accelerated date of maturity or at any other date fixed for paymentcurrency required hereunder; (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, the Loans or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan DocumentsDocuments (including, without limitation, amounts due under §8.17) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure continues for three (3) days (provided that in the case of such sums due other than for interest, the Borrower shall continue for thirty (30) dayshave received from the Agent notice of the nature and amount of such other amounts and that payment therefor is due); (c) any of the Borrowers Borrower or any of their Restricted Subsidiaries BPI shall fail to comply comply, or to cause BPI to comply, as the case may be, with any of the respective covenants contained in §§the following: (i) 8.1 (except with respect to principal, interest and other sums covered by clauses (a) or (b) above); (ii) 8.5 (clauses (a) through (d)), unless such failure is cured within fifteen (15) Business Days; (iii) 8.6 (as to the legal existence of Borrower); (iv) 8.7 (as to the legal existence and REIT status of BPI or as it otherwise relates to BPI); (v) 8.10, unless such failure is cured within three (3) Business Days; (vi) 8.12; (vii) [Intentionally Deleted]; (viii) 8.14; (ix) 9.1, 9.5.1, the first sentence of §; (x) 9.2; (xi) 9.3; (xii) 9.4; (xiii) 9.6, 9.12, 9.14, 10 or 11; and (xiv) 10; (d) any of the Borrowers Borrower or any of their Restricted Subsidiaries BPI shall fail to perform perform, or to cause BPI to perform, any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.114) and such failure continues for thirty (30) days after written notice of such failure has been given from the Agent (such notice not, however, being required for any failure with respect to which the Applicable Borrower is otherwise obligated hereunder to notify the Agent or the Banks), provided, however, that if the Borrower is diligently and in good faith prosecuting a cure of any such failure or breach that is capable of being cured (all as determined by the Administrative Agent in its reasonable and good faith judgment), the Borrower shall be permitted an additional thirty (30) days (but in no event more than an aggregate of sixty (60) days after any such initial written notice from the Agent) to effect such cure; (e) any representation or warranty of any made by or on behalf of the Borrowers Borrower or any of their Restricted Subsidiaries BPI in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated and the same is not otherwise specified herein to be a Non-Material Breach; (f) any of the Borrowers Borrower or any of its Subsidiaries or, to the extent of Recourse to the Borrower or such Subsidiaries thereunder, any of their Restricted Subsidiaries respective Affiliates, shall fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized LeasesLeases (other than non-recourse obligations or credit), the recourse component of the principal amount of which is in excess of $50,000,000, either individually or in the aggregate, or fail to observe or perform any material term, covenant covenant, condition or agreement contained in any agreement agreement, document or instrument by which it is boundbound evidencing, securing or otherwise relating to such Recourse obligations, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder the recourse component of the principal amount of which is in excess of $50,000,000, either individually or in the aggregate, to accelerate the maturity thereof; provided, however that notwithstanding the foregoing, (i) no Event of Default shall occur pursuant to this subparagraph (f) unless and until the holder or holders of such Recourse Indebtedness have declared an event of default beyond any applicable notice and grace periods, if any, on in excess of $50,000,000 of such Recourse Indebtedness (determined on the basis of the principal amount of such Recourse Indebtedness) either individually or in the aggregate, and (ii) with respect solely to any such Recourse Indebtedness of a Subsidiary or Affiliate of the Borrower (not including any such Indebtedness which is Recourse to the Borrower), no Event of Default shall occur pursuant to this subparagraph (f) if, upon the occurrence of such event, the Borrower, promptly after obtaining knowledge of the same, notifies the Agent in writing of such event and includes with such notice a Compliance Certificate in the form of Exhibit C-3 evidencing to the satisfaction of the Agent that, as of the date thereof, the Borrower is in compliance with all of the covenants set xxxxx xx §00 after excluding such Subsidiary or Affiliate, and any Real Estate Asset owned by such Subsidiary or Affiliate, from the calculation of such covenants; (g) any of the Borrowers and BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the properties or assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such parties or shall commence any case or other proceeding relating to any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries and (other than Immaterial Restricted Subsidiariesi) and the Borrowers any of BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of ninety (6090) days following days, except, with respect solely to such parties other than BPLP and BPI, any of the filing thereofforegoing constitutes a Non-Material Breach; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers BPLP, BPI or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers their respective Subsidiaries in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted, except, with respect solely to such parties other than BPLP and BPI, any of the foregoing constitutes a Non-Material Breach; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any uninsured final judgment against any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers or any of their Restricted Subsidiaries such parties exceeds in the aggregate $50,000,00020,000,000, except, with respect solely to such parties other than BPLP and BPI, any of the foregoing constitutes a Non-Material Breach; (j) if any of the Loan Documents or any material provision of any Loan Document shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersBPI, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; (k) an ERISA any “Event occurs of Default” or default (after notice and expiration of any period of grace, to the extent provided), as defined or provided in any of the other Loan Documents, shall occur and be continuing; (l) with respect to a any Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Required Banks shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA the Borrower or BPI to the PBGC or such Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $10,000,000 and such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Pension Plan; or (iii) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Pension Plan; or (iv) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days;Pension Plan; or (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any without limitation of the Borrowers or any other provisions of their Restricted Subsidiaries shall be indicted for a state or federal crimethis §14.1, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers BPI shall at any time own directly fail to be the sole general partner of BPLP or indirectly less than 100% shall at any time be in contravention of any of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described requirements contained in §8.17; 9.1(e), the last paragraph of §9.2, or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral §9.3 (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms last paragraph of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)9.3).

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”) shall occur: (a) any Except as permitted hereunder, the Borrower shall fail to pay any principal of its Loans Term Loan A, Term Loan B, Term Loan C or any Borrower shall fail to pay any Reimbursement Obligation Term Loan D when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its LoansTerm Loan A, any Commitment FeeTerm Loan B, any Letter of Credit Fee, any Duration Fee, Term Loan C or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity Term Loan D or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan DocumentsDocuments or any fee letter (including, without limitation, amounts due under §8.16) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue continues for thirty three (303) days; (c) the Borrower, any of Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries shall fail to comply comply, or to cause the Trust to comply, as the case may be, with any of the respective covenants contained in the following: §8.1 (except with respect to principal, interest and other sums covered by clauses (a) or (b) above); §8.2; §§9.18.4 through §8.10, 9.5.1, the first sentence of inclusive; §9.6, 9.12, 9.14, 10 or 118.12; §8.13; §8.15; §8.19; §8.20; §98.21; §109 and §1110; (d) the Borrower, any of Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.114) and such failure continues for thirty (30) days after written the earlier of the knowledge of any responsible officer of the Borrower or notice of such failure has been given to thereof from the Applicable Borrower by the Administrative Agent; (e) any representation or warranty of any made by or on behalf of the Borrowers Borrower, any Subsidiary Guarantor, the Trust or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (fi) the Borrower, any of Subsidiary Guarantor, the Borrowers Trust or any of its Subsidiaries or, to the extent of Recourse to the Borrower, the Subsidiary Guarantor, the Trust or such Subsidiaries thereunder, any Partially-Owned Entity or other of their Restricted Subsidiaries respective Affiliates, shall (x) fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, Indebtedness for borrowed money or credit received or in respect of any Capitalized Leases, which is in excess of (A) $25,000,000, 60,000,000, either individually or in the aggregate, if such Indebtedness is Without Recourse and (B) $5,000,000, 20,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, or(y) with respect to any Indebtedness that is Recourse and in excess of $20,000,000, either individually or in the aggregate, fail to observe or perform any material term, covenant covenant, condition or agreement contained in any agreement agreement, document or instrument by which it is boundbound evidencing, securing or otherwise relating to such Indebtedness or Recourse obligations, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder in excess of (Ai) $25,000,000, either individually or in the aggregate, if such Indebtedness is without Recourse and (B) $5,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, to accelerate the maturity thereof or (z) with respect to any Indebtedness that is Without Recourse and in excess of $60,000,000, either individually or in the aggregate, (1) fail to pay at maturity, or within any applicable period of grace, any such Indebtedness or (2) fail to observe or perform any material term, covenant, condition or agreement contained in any agreement, document or instrument by which it is bound evidencing, securing or otherwise relating to such Indebtedness or obligations, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time (after the giving of appropriate notice if required) that results in the holder or holders thereof or of any obligations issued thereunder accelerating the maturity thereof;; provided, however, that any such Indebtedness that is Without Recourse shall be treated as Indebtedness that is Recourse to the extent that the same has become Recourse to the Borrower, the Trust or any of its Subsidiaries upon the occurrence of an event constituting an exception to non-recourse liability, such as fraud, misapplication of funds, violations of Environmental Laws, and other similar exceptions, under any agreement, document or instrument evidencing, securing or otherwise relating to such Indebtedness; (ii) any Event of Default shall occur under (and as defined in) the Unsecured Revolver Agreement; or (iii) or under (and as defined in) the 2011 Term Loan Agreement; or (iii) subject to the Borrower’s ability to remove Real Estate Assets from the Borrowing Base Pool in accordance with the provisions set forth in this §14, any event of default (beyond any applicable notice and grace periods) shall occur under any Property Level Loan Document; or (g) any of FPLPthe Borrower, anya Subsidiary Guarantor, the Borrowers and Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of FPLPthe Borrower, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the properties or assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such parties or shall commence any case or other proceeding relating to any of FPLPthe Borrower, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of FPLPthe Borrower, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries and (other than Immaterial Restricted Subsidiariesi) and any of FPLPthe Borrower, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of forty-five (45) dayssixty (60) days following provided that the filing thereofforegoing, to the extent applicable solely to one or more Subsidiaries of FPLP to which no more than 5% (individually and in the aggregate) of the most recently reported Consolidated Gross Asset Value is attributable, shall not be an Event of Default hereunder so long as no motion to consolidate the Borrower, the Trust or any other Subsidiaries has been made; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of FPLPthe Borrower, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of FPLPthe Borrower, a Subsidiary Guarantor, the Borrowers Trust or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers their respective Subsidiaries in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constitutedconstituted provided that the foregoing, to the extent applicable solely to one or more Subsidiaries of FPLP to which no more than 5% (individually and in the aggregate) of the most recently reported Consolidated Gross Asset Value is attributable, shall not be an Event of Default hereunder so long as no motion to consolidate the Borrower, the Trust or any other Subsidiaries has been made at any time prior thereto or in connection therewith; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any uninsured final judgment against any of FPLPthe Borrower, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers or any of their Restricted Subsidiaries such parties exceeds in the aggregate $50,000,0002,000,0005,000,000; provided that the foregoing, to the extent applicable solely to one or more Subsidiaries of FPLP to which no more than 5% (individually and in the aggregate) of the most recently reported Consolidated Gross Asset Value is attributable, it shall not be an Event of Default hereunder so long as neither the Borrower, the Trust or any Subsidiaries not meeting the de minimus test above are liable for such judgments; (j) if any of the Loan Documents or any material provision of any Loan Document shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or a Subsidiary Guarantor or any of their Restricted Subsidiaries party thereto or the Trust or any of their respective stockholdersits Subsidiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof;; or the Agent shall fail to have a perfected first-priority security interest in any of the Collateral; or (k) an ERISA any “Event occurs of Default” or default (after notice and expiration of any period of grace, to the extent provided, as defined or provided in any of the other Loan Documents, shall occur and be continuinghas occurred; (l) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA to the Pension Plan, Borrower or any of its Subsidiaries or the Multiemployer Plan and/or the PBGC in an aggregate amount in excess Trust or any of $50,000,000; or (ii) GWI its Subsidiaries or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect such entity to its withdrawal liability under §4201 of ERISA under a Multiemployer the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 and5,000,000 or such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) there is a failure of legal compliance trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; or with respect to any Canadian Plan Multiemployer Plan, the Borrower or Foreign Plan and any of its Subsidiaries or the Trust or any of its Subsidiaries or any ERISA Affiliate of any such failure results entity shall have become subject to a withdrawal liability (or could reasonably be expected with the passage of time will become subject to result in accelerated liability a withdrawal liability) in an aggregate amount in excess of exceeding $50,000,000; or (iv) a Canadian Plan or a Foreign Plan is terminated and such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days5,000,000; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which subject to the Borrower’s ability to remove Real Estate Assets from the Borrowing Base Pool in any such case causes, for more than thirty (30) consecutive daysaccordance with the provisions set forth below in this §14, the cessation or substantial curtailment of revenue producing activities at any facility failure of any Borrower or of the Real Estate Assets being included from time to time as part of the Borrowing Base Pool to comply with any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effectthe conditions set forth in the definition of Eligible Borrowing Base Properties; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture occurrence of any assets of such Borrower transaction in which any “person” or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons “group” (within the meaning of §13 or 14 Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), as amended) other than Xxxxxxxx X. Xxxxxxdirectly or indirectly, IIIof a sufficient number of shares of all classes of stock then outstanding of the Trust ordinarily entitled to vote in the election of directors, his interest in his father’s estate and any of his children empowering such “person” or grandchildren and any trust or other Person controlled by, and “group” to elect a majority of the beneficial ownership interest Board of which is owned by, any Directors or Board of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) Trustees of the outstanding shares of the Capital Stock of GWI that is common stockTrust, (ii) who did not have such power before such transaction; or during any twelve-month period of twelve consecutive calendar monthson or after the Closing Date, individuals who were directors of GWI on at the first day beginning of such period shall cease constituted the Board of Trustees of the Trust (together with any new directors whose election by the Board of Trustees or whose nomination for election by the shareholders of the Trust was approved by a vote of at least a majority of the members of the Board of Trustees then in office who either were members of the Board of Trustees at the beginning of such period or whose election or nomination for election was previously so approved) ceased for any reason to constitute a majority of the board of directors of GWI, (iii) any members of the Borrowers Board of Trustees of the Trust then in office; there occurs any Change of Control; or (o) without limitation of the other provisions of this §14.1, the Trust shall at any time own directly fail to be the sole general partner of FPLP (or indirectly less than 100% shall enter into any agreement to permit any other Person to acquire a general partner interest in FPLP) or shall at any time be in contravention of any of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests requirements contained in the Collateral last paragraph of §9.2 hereof, or §9.3 (including, without limitation, the Voting Trust Certificates last paragraph of §9.3); or (p) the Borrower shall fail to own, directly or indirectly, 100% of the Equity Interests of each Subsidiary Guarantor; then, and in any such event, so long as the same may be continuing, the Agent may, and upon shall, at the direction of the Majority Lenders, or may, with the requestconsent of the Majority Lenders shall, declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other ownership or profit interest notice of any kind, all of which are hereby expressly waived by the Borrower, each Subsidiary Guarantor, the Trust and each of their respective Subsidiaries; provided that in the Voting Trust)event of any Event of Default specified in §14.1(g) or 14.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from any of the Lenders or the Agent or action by the Lenders or the Agent. Notwithstanding the foregoing provisions of this §14.1, in the event of a Default or Event of Default arising as a result of the inclusion of any Real Estate Asset in the Borrowing Base Pool at any particular time of reference, if such Default or Event of Default is capable of being cured by the exclusion of such Real Estate Asset from the Borrowing Base Pool in accordance with, and subject to, §8.13 and fromwith all other covenant calculations under §10 or otherwise, the Borrower shall be permitted a period not to exceed five (5) days to submit to the Agent (with copies to the Agent for each Lender) a compliance certificate in the form of Exhibit C hereto evidencing compliance with the covenants set forth in §10 (with calculations evidencing such compliance after its execution and delivery excluding from Adjusted Net Operating Income all of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Adjusted Net Operating Income generated by the Obligations, ceases Real Estate Asset to be in full force excluded from the Borrowing Base Pool) and effect (except in accordance with the terms of §16.11); or to create a valid Borrowing Base Property Conditions, and perfected first priority Lien on the Collateral purported to be covered thereby (subject otherwise certifying that, after giving effect to the Liens permitted by §10.2) exclusion of such Real Estate Asset from the Borrowing Base Pool, no Default or any Loan Party or any other Person contests in any manner the validity or enforceability Event of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Default will be continuing.

Events of Default and Acceleration. Any If any of the following events shall constitute an “Event ---------------------------------- ("Events of Default” " or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”"Defaults") shall occur: (a) any the Borrower shall fail to pay any principal of its the Revolving Credit Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay any (i) any interest on its the Revolving Credit Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any the commitment fee, (iii) the Agent's fee, or (iv) other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, payment and such failure shall continue for thirty five (305) days;; or (c) any of the Borrowers Borrower shall fail to comply with the covenants contained in (S)10 hereof; (d) the Borrower or any of their Restricted Subsidiaries Holdings shall fail to comply with any of the its covenants contained in §§9.1, 9.5.1, the first sentence of §(S)8.6, (S)(S)8.9, 8.12, 8.13, 9.1 through 9.6, 9.129.8, 9.14, 10 9.10 or 11; (d) any 9.11 of the Borrowers or any of their Restricted Subsidiaries shall fail Revolver Credit Agreement, as such Sections are incorporated pursuant to perform any termSections 8 and 9 hereof; then, covenant or agreement contained herein or and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Revolving Credit Notes and the other Loan Documents (to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other than those specified elsewhere in this §14.1) for thirty (30) days after written notice of such failure has been given to the Applicable Borrower any kind, all of which are hereby expressly waived by the Administrative Agent; (e) any representation or warranty of any of the Borrowers or any of their Restricted Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made; (f) any of the Borrowers or any of their Restricted Subsidiaries shall fail to pay when dueBorrower, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized Leases, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) any of the Borrowers and any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator or receiver of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Law, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within sixty (60) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator or receiver or adjudicating any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers in an involuntary case under any Debtor Relief Law as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against any of the Borrowers or any of their Restricted Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers or any of their Restricted Subsidiaries exceeds in the aggregate $50,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers or any of their Restricted Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which results or could reasonably be expected to result in liability under Title IV of ERISA to the Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $50,000,000; or (iii) there is a failure of legal compliance with respect to any Canadian Plan or Foreign Plan and such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; or (iv) a Canadian Plan or a Foreign Plan is terminated and such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)).provided --------

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”) shall occur: (a) any the Borrower shall fail to pay any principal of its any Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, the Loans or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan DocumentsDocuments or any fee letter (including, without limitation, amounts due under §8.16) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue continues for thirty three (303) days; (c) the Borrower, any of Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries shall fail to comply comply, or to cause the Trust to comply, as the case may be, with any of the respective covenants contained in the following: §8.1 (except with respect to principal, interest and other sums covered by clauses (a) or (b) above); §8.2; §§9.18.4 through §8.10, 9.5.1, the first sentence of inclusive; §9.6, 9.12, 9.14, 8.12; §8.13; §8.15; §8.19; §8.20; §9; §10 or and §11; (d) the Borrower, any of Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.114) and such failure continues for thirty (30) days after written notice of such failure has been given to the Applicable Borrower by the Administrative Agentdays; (e) any representation or warranty of any made by or on behalf of the Borrowers Borrower, any Subsidiary Guarantor, the Trust or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (fi) the Borrower, any of Subsidiary Guarantor, the Borrowers Trust or any of its Subsidiaries or, to the extent of Recourse to the Borrower, the Subsidiary Guarantor, the Trust or such Subsidiaries thereunder, any Partially-Owned Entity or other of their Restricted Subsidiaries respective Affiliates, shall fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, Indebtedness for borrowed money or credit received or in respect of any Capitalized Leases, which is in excess of (A) $25,000,000, either individually or in the aggregate, if such Indebtedness is Without Recourse and (B) $5,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, or fail to observe or perform any material term, covenant covenant, condition or agreement contained in any agreement agreement, document or instrument by which it is boundbound evidencing, securing or otherwise relating to such Indebtedness or Recourse obligations, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder in excess of (Ai) $25,000,000, either individually or in the aggregate, if such Indebtedness is without Recourse and (B) $5,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, to accelerate the maturity thereof;; (ii) any Event of Default shall occur under (and as defined in) the Unsecured Revolver Agreement; or (iii) any event of default (beyond any applicable notice and grace periods) shall occur under any Property Level Loan Document; or (g) any of FPLP, any Subsidiary Guarantor, the Borrowers and Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the properties or assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such parties or shall commence any case or other proceeding relating to any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries and (other than Immaterial Restricted Subsidiariesi) and any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of forty-five (6045) days following the filing thereofdays; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers their respective Subsidiaries in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any uninsured final judgment against any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers or any of their Restricted Subsidiaries such parties exceeds in the aggregate $50,000,0002,000,000; (j) if any of the Loan Documents or any material provision of any Loan Document shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or a Subsidiary Guarantor or any of their Restricted Subsidiaries party thereto or the Trust or any of their respective stockholdersits Subsidiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof;; or the Agent shall fail to have a perfected first-priority security interest in any of the Collateral; or (k) an ERISA any “Event occurs of Default” or default (after notice and expiration of any period of grace, to the extent provided, as defined or provided in any of the other Loan Documents, shall occur and be continuing; (l) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA the Borrower or any of its Subsidiaries or the Trust or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $2,000,000 and such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Plan; or (iv) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) daysGuaranteed Pension Plan; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which subject to the Borrower’s ability to remove Real Estate Assets from the Borrowing Base Pool in any such case causes, for more than thirty (30) consecutive daysaccordance with the provisions set forth below in this §14, the cessation or substantial curtailment of revenue producing activities at any facility failure of any Borrower or of the Real Estate Assets being included from time to time as part of the Borrowing Base Pool to comply with any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effectthe conditions set forth in the definition of Eligible Borrowing Base Properties; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets two of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) Dxxxxxx Xxxxxxxxx, for any person reason, to cease to retain the titles of President, Chief Executive Officer and Trustee of the Trust, or group (ii) Nxxxxxxx X. Xxxxx, for any reason, to cease to retain the titles of persons Executive Vice President and Chief Investment Officer, or (iii) Bxxxx X. Xxxx, for any reason, to cease to retain the titles of Senior Vice President and Chief Financial Officer, and in each case, to perform the functions typically performed under such respective offices and to be actively involved in strategic planning and decision-making for the Trust, unless within six (6) months after such failure, the Board of Directors or Board of Trustees has duly elected or appointed a qualified substitute to replace such individual who is acceptable to the Majority Lenders in their sole discretion (as notified to the Borrower by the Agent in writing); or the occurrence of any transaction in which any “person” or “group” (within the meaning of §13 or 14 Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), as amended) other than Xxxxxxxx X. Xxxxxxdirectly or indirectly, IIIof a sufficient number of shares of all classes of stock then outstanding of the Trust ordinarily entitled to vote in the election of directors, his interest in his father’s estate and any of his children empowering such “person” or grandchildren and any trust or other Person controlled by, and “group” to elect a majority of the beneficial ownership interest Board of which is owned by, any Directors or Board of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) Trustees of the outstanding shares of the Capital Stock of GWI that is common stockTrust, (ii) who did not have such power before such transaction; or during any twelve-month period of twelve consecutive calendar monthson or after the Closing Date, individuals who were directors of GWI on at the first day beginning of such period shall cease constituted the Board of Trustees of the Trust (together with any new directors whose election by the Board of Trustees or whose nomination for election by the shareholders of the Trust was approved by a vote of at least a majority of the members of the Board of Trustees then in office who either were members of the Board of Trustees at the beginning of such period or whose election or nomination for election was previously so approved) ceased for any reason to constitute a majority of the board of directors of GWI, (iii) any members of the Borrowers Board of Trustees of the Trust then in office; or (o) without limitation of the other provisions of this §14.1, the Trust shall at any time own directly fail to be the sole general partner of FPLP or indirectly less than 100% shall at any time be in contravention of any of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests requirements contained in the Collateral last paragraph of §9.2 hereof, or §9.3 (including, without limitation, the Voting Trust Certificates last paragraph of §9.3); or (p) the Borrower shall fail to own, directly or indirectly, 100% of the Equity Interests of each Subsidiary Guarantor; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Lenders shall, declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other ownership or profit interest notice of any kind, all of which are hereby expressly waived by the Borrower, each Subsidiary Guarantor, the Trust and each of their respective Subsidiaries; provided that in the Voting Trust)event of any Event of Default specified in §14.1(g) or 14.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from any of the Lenders or the Agent or action by the Lenders or the Agent. Notwithstanding the foregoing provisions of this §14.1, in the event of a Default or Event of Default arising as a result of the inclusion of any Real Estate Asset in the Borrowing Base Pool at any particular time of reference, if such Default or Event of Default is capable of being cured by the exclusion of such Real Estate Asset from the Borrowing Base Pool in accordance with, and subject to, §8.13 and from all other covenant calculations under §10 or otherwise, the Borrower shall be permitted a period not to exceed five (5) days to submit to the Agent (with copies to the Agent for each Lender) a compliance certificate in the form of Exhibit C hereto evidencing compliance with the covenants set forth in §10 (with calculations evidencing such compliance after its execution and delivery excluding from Adjusted Net Operating Income all of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Adjusted Net Operating Income generated by the Obligations, ceases Real Estate Asset to be in full force excluded from the Borrowing Base Pool) and effect (except in accordance with the terms of §16.11); or to create a valid Borrowing Base Property Conditions, and perfected first priority Lien on the Collateral purported to be covered thereby (subject otherwise certifying that, after giving effect to the Liens permitted by §10.2) exclusion of such Real Estate Asset from the Borrowing Base Pool, no Default or any Loan Party or any other Person contests in any manner the validity or enforceability Event of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Default will be continuing.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “DefaultDefaults”) shall occur: (a) any Borrower shall fail to pay any principal of its Loans or any Borrower shall fail to pay any Reimbursement Obligation the Loan when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter the Loan within five (5) days of Credit Fee, any Duration Fee, or any fees due under the Fee Letter, when date that the same shall become due and payablepayable or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from the Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, ; (c) Borrower shall fail to comply with the covenant contained in § 9.1 and such failure shall continue for three uncured after written notice thereof shall have been given to Loan Parties by the Agent as provided in § 3.2; (3d) days; or (ii) Borrower shall fail to perform any other sums due hereunder term, covenant or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, agreement contained in (i) §8.15 and such failure shall continue continues for thirty (30) daysdays after written notice thereof shall have been given to the Loan Parties by the Agent, or (ii) § 9.2, § 9.3, § 9.4, § 9.5, or § 9.6, § 9.7 or § 9.8 and such failure under this clause (d)(ii) shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to Loan Parties by the Agent as provided in the preamble to Article 9; (ce) any of the Borrowers or any of their Restricted Subsidiaries shall fail to comply with any of the covenants contained in §§9.1, 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 11; (d) any of the Borrowers or any of their Restricted Subsidiaries Loan Party shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this §14.1§ 12 (including, without limitation, § 12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Loan Parties’ receipt from the Agent of written notice thereof, and in the case of a default that cannot be cured within such failure has been given thirty (30) day period despite Loan Parties’ diligent efforts but is susceptible of being cured within ninety (90) days of Loan Parties’ receipt of the Agent’s original notice, then Loan Parties shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Loan Parties’ receipt of the Applicable Borrower by the Administrative Agent’s original notice; (ef) any material representation or warranty made by or on behalf of any of the Borrowers Loan Parties or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for an Advance, or in any other document or instrument delivered pursuant to or in connection with the Loan, any Advance, this Credit Agreement Agreement, or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (fg) any of the Borrowers or any of their Restricted Subsidiaries LoanTransaction Party shall fail to pay when duedue (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized Leasesother Indebtedness, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming the giving of appropriate notice if required) other Indebtedness and the holder or holders thereof or of any obligations issued thereunder to accelerate have accelerated the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for (x) any Indebtedness which is recourse to Borrower or any of the Subsidiary GuarantorsPool Owners (including, without limitation, Secured Recourse Indebtedness) totaling in excess of $25,000,000 or (y) Non-Recourse Indebtedness of Borrower or any of the Subsidiary GuarantorsPool Owners totaling in excess of $50,000,000; (gh) any of the Borrowers and any of their Restricted Subsidiaries LoanTransaction Party or REIT, (other than Immaterial Restricted Subsidiariesi) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers for it or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries its assets, (other than Immaterial Restricted Subsidiariesii) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) it under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any LoanTransaction Party or REIT or any such substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of the Borrowers debt, dissolution or liquidation or similar law of any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) jurisdiction, now or hereafter in effect, and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person shall indicate their its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within sixty ninety (6090) days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such a trustee, custodian, liquidator, administrator liquidator or receiver for any LoanTransaction Party or REIT or adjudicating any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers such Person in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether days one or not consecutive, any more uninsured or unbonded final judgment judgments against any of the Borrowers Borrower or any of their Restricted Subsidiaries Subsidiary GuarantorPool Owner that, with other outstanding final judgments, undischarged, against any of the Borrowers either individually or any of their Restricted Subsidiaries exceeds in the aggregate aggregate, exceed $50,000,000; (jl) if any of the Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersLoan Party, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (km) an ERISA Event occurs any dissolution, termination, partial or complete liquidation, merger or consolidation of any LoanTransaction Party shall occur or any sale, transfer or other disposition of the assets of any LoanTransaction Party shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or could Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability under Title IV of ERISA any LoanTransaction Party to pay money to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess exceeding $25,000,000 and one of $50,000,000; or (iii) there is a failure of legal compliance the following shall apply with respect to any Canadian Plan or Foreign Plan and such failure results or could event: (x) such event in the circumstances occurring reasonably would be expected to result in accelerated liability in an aggregate amount in excess the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ivy) a Canadian Plan or a Foreign Plan is terminated and such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) trustee shall be enjoined, restrained or in any way prevented have been appointed by the order of any court United States District Court to administer such Plan; or any administrative or regulatory agency from conducting any material part of its business and (z) the PBGC shall have instituted proceedings to terminate such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse EffectGuaranteed Pension Plan; (o) any Change of the Borrowers or any of their Restricted Subsidiaries Control shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000;occur; or (p) (i) any person or group an Event of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission Default under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers other Loan Documents shall at occur; then, and upon any time own directly or indirectly less than 100% such Event of Default, the Agent may, and upon the request of the shares Required Lenders shall, by notice in writing to Loan Parties declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower; provided that in the event of any Event of Default specified in § 12.1(h), § 12.1(i) or § 12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend Lenders or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Agent.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “DefaultDefaults”) shall occur: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its the Loans, any Commitment Fee, any Letter reimbursement obligations with respect to the Letters of Credit Fee, any Duration FeeCredit, or any fees or other sums due hereunder or under any of the Fee Letter, other Loan Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, ; (c) the Borrower shall fail to comply with the covenant contained in §9.1 and such failure shall continue for three five (35) days; or (ii) any other sums due hereunder or under any of Business Days after written notice thereof shall have been given to the other Loan Documents, when Borrower by the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrowers or any of their Restricted Subsidiaries shall fail to comply with any of the covenants contained in §§9.1, 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 11Agent; (d) any of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §8.20, §9.3, §9.4, §9.5 or §9.6; (e) any of the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this §14.1) for thirty (30) days after written notice of such failure has been given to 12 or in the Applicable Borrower by the Administrative Agentother Loan Documents); (ef) any representation or warranty of any made by or on behalf of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (fg) any of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries shall fail to pay when duedue (including, without limitation, at maturity), or within any applicable period of grace, any principal, interest or other amount on account any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized LeasesDerivatives Contract), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereofthereof or require the termination or other settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Recourse Indebtedness totaling in excess of $15,000,000.00 or Non-Recourse Indebtedness in excess of $60,000,000.00; (gh) any of the Borrowers and Borrower, the Guarantors or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiariesi) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers for it or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries its assets, (other than Immaterial Restricted Subsidiariesii) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) it under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, the Guarantors or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of the Borrowers debt, dissolution or liquidation or similar law of any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) jurisdiction, now or hereafter in effect, and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person shall indicate their its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such a trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating for any of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers such Person in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether or not consecutive, any one or more uninsured or unbonded final judgment judgments, orders, awards, writs execution or attachments against any of the Borrowers Borrower, Guarantors or any of their Restricted respective Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers either individually or any of their Restricted Subsidiaries exceeds in the aggregate aggregate, exceed $50,000,00010,000,000.00; (jl) if any of the Loan Documents Documents, the Contribution Agreement, the Equipment Intercreditor Agreement or the Subordination and Standstill Agreements shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents Documents, the Contribution Agreement, the Equipment Intercreditor Agreement or the Subordination and Standstill Agreements shall be commenced by or on behalf of the Borrower or any of the Borrowers or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersGuarantors, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents Documents, the Contribution Agreement, the Equipment Intercreditor Agreement or the Subordination and Standstill Agreements is illegal, invalid or unenforceable in accordance with the terms thereof; (km) an ERISA Event occurs any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrower, the Guarantors or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of any of the Borrower, the Guarantors or any of their respective Subsidiaries shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA any of the Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $10,000,000.00 and (x) such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iiiy) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Plan; or (ivz) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Guaranteed Pension Plan; (lo) the Borrower, any of the Borrowers Guarantor or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or any shareholder, officer, director, partner or member of any of them shall be enjoinedindicted for a federal crime, restrained or in a punishment for which could include the forfeiture of (i) any way prevented by assets of the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive daysBorrower, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower Guarantors or any of its Restricted their respective Subsidiaries if such event or circumstance is not covered by business interruption insurance and would which in the good faith judgment of the Required Lenders could have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (oii) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000Unencumbered Asset Pool Properties; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; orControl shall occur; (q) an Event of Default under any Guarantees of the other Loan Documents shall occur; (other than a Guarantee by an Immaterial Restricted Subsidiaryr) or security interests in notwithstanding anything herein to the Collateral contrary (including, including without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trustlimitation §12.1(g)), at the Borrower and the Guarantors hereby expressly agree that any time after its execution and delivery “Event of Default” (as defined in the Equipment Loan Documents) (which shall be deemed to include maturity of the debt evidenced and secured by the Equipment Loan Documents or any other occurrence which would give the Equipment Lender the right to exercise remedies under the Equipment Loan Documents) shall constitute and be deemed to be an Event of Default under this Agreement for which no right to cure shall be available. Without limiting the foregoing, an “Event of Default” under the Equipment Loan Documents shall conclusively be deemed to have occurred upon the declaration, statement or notice from the Equipment Lender’s as to the existence or occurrence of an “Event of Default” under any of the Equipment Loan Documents; (s) Any default, material misrepresentation or breach of warranty in the QTLP Subordination and Standstill Agreement by Borrower or the subordinate lender that is the holder of QTLP Subordinate Note; (t) [Intentionally Omitted.] (u) Any default, material misrepresentation or breach of warranty in the Bond Subordination and Standstill Agreement by the Authority or the subordinate lender that is the holder of the Bond; then, and in any such event, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. Upon demand by Agent or the Majority Revolving Credit Lenders in their absolute and sole discretion after the occurrence of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any reason amounts that become payable under the Letters of Credit and all other than as expressly permitted hereunder or thereunder or satisfaction Obligations and Hedge Obligations. In the alternative, if demanded by Agent in full its absolute and sole discretion after the occurrence of an Event of Default, the Borrower will Cash Collateralize the Letter of Credit Liabilities (in an amount equal to the amount of all undrawn Letters of Credit). Such amounts will be pledged to and held by Agent for the Obligations, ceases to be in full force benefit of the Lenders as security for any amounts that become payable under the Letters of Credit and effect (except all other Obligations and Hedge Obligations in accordance with the terms §2.12. Upon any draws under Letters of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject Credit, at Agent’s sole discretion, Agent may apply any such amounts to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner repayment of amounts drawn thereunder and upon the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge expiration of the Voting Trust Certificates (Letters of Credit any remaining amounts will be applied to the payment of all other Obligations and Hedge Obligations or other ownership if there are no outstanding Obligations and Hedge Obligations and Lenders have no further obligation to make Revolving Credit Loans or profit interest in issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the Voting Trust))Borrower will be released to the Borrower.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “DefaultDefaults”) shall occur: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its the Loans, any Commitment Fee, any Letter reimbursement obligations with respect to the Letters of Credit Fee, any Duration FeeCredit, or any fees or other sums due hereunder or under any of the Fee Letter, other Loan Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, ; (c) the Borrower shall fail to comply with the covenant contained in §9.1 and such failure shall continue for three five (35) days; or (ii) any other sums due hereunder or under any of Business Days after written notice thereof shall have been given to the other Loan Documents, when Borrower by the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrowers or any of their Restricted Subsidiaries shall fail to comply with any of the covenants contained in §§9.1, 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 11Agent; (d) any of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §8.20, §9.3, §9.4, §9.5 or §9.6; (e) any of the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this §14.1) for thirty (30) days after written notice of such failure has been given to 12 or in the Applicable Borrower by the Administrative Agentother Loan Documents); (ef) any representation or warranty of any made by or on behalf of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (fg) any of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries shall fail to pay when duedue (including, without limitation, at maturity), or within any applicable period of grace, any principal, interest or other amount on account any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or other Indebtedness (including under any Derivatives Contract included in respect of any Capitalized LeasesIndebtedness), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives Contract included in respect of any Capitalized Leases Indebtedness) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereofthereof or require the termination or other settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Recourse Indebtedness totaling in excess of $50,000,000.00 or Non-Recourse Indebtedness in excess of $100,000,000.00; (gh) any of the Borrowers and Borrower, the Guarantors or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiariesi) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers for it or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries its assets, (other than Immaterial Restricted Subsidiariesii) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) it under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, the Guarantors or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of the Borrowers debt, dissolution or liquidation or similar law of any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) jurisdiction, now or hereafter in effect, and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person shall indicate their its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such a trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating for any of the Borrowers Borrower, the Guarantors or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers such Person in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether or not consecutive, any one or more uninsured or unbonded final judgment judgments, orders, awards, writs execution or attachments against any of the Borrowers Borrower, Guarantors or any of their Restricted respective Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers either individually or any of their Restricted Subsidiaries exceeds in the aggregate aggregate, exceed $50,000,00050,000,000.00; (jl) if any of the Loan Documents Documents, the Contribution Agreement or the Bond Subordination and Standstill Agreement shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents Documents, the Contribution Agreement or the Bond Subordination and Standstill Agreement shall be commenced by or on behalf of the Borrower or any of the Borrowers or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersGuarantors, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents Documents, the Contribution Agreement or the Bond Subordination and Standstill Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (km) an ERISA Event occurs any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrower, the Guarantors or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of any of the Borrower, the Guarantors or any of their respective Subsidiaries shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA any of the Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $20,000,000.00 and (x) such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iiiy) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Plan; or (ivz) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Guaranteed Pension Plan; (lo) the Borrower, any of the Borrowers Guarantor or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or any shareholder, officer, director, partner or member of any of them shall be enjoinedindicted for a federal crime, restrained or in a punishment for which could include the forfeiture of (i) any way prevented by assets of the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive daysBorrower, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower Guarantors or any of its Restricted their respective Subsidiaries if such event or circumstance is not covered by business interruption insurance and would which in the good faith judgment of the Required Lenders could have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (oii) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000Unencumbered Asset Pool Properties; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; orControl shall occur; (q) an Event of Default under any Guarantees of the other Loan Documents shall occur; (r) [Intentionally Omitted]; (s) [Intentionally Omitted]; (t) REIT fails to perform any term, covenant or agreement contained in §7.12 which it is required to perform; (u) Any default, material misrepresentation or breach of warranty in the Bond Subordination and Standstill Agreement by the DAFC or the subordinate lender that is the holder of the Bond Subordinate Debt; then, and in any such event, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other than a Guarantee Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by an Immaterial Restricted Subsidiarythe Borrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or security interests §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. Upon demand by Agent or the Majority U.S. Dollar Revolving Credit Lenders in their absolute and sole discretion after the occurrence of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a U.S. Dollar Revolving Credit Loan have been satisfied, the U.S. Dollar Revolving Credit Lenders will cause a U.S. Dollar Revolving Credit Loan to be made in the Collateral (includingundrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. In the alternative, without limitationif demanded by Agent in its absolute and sole discretion after the occurrence of an Event of Default, the Voting Trust Certificates Borrower will Cash Collateralize the Letter of Credit Liabilities (or other ownership or profit interest in an amount equal to the Voting Trustamount of all undrawn Letters of Credit)), at any time after its execution . Such amounts will be pledged to and delivery held by Agent for the benefit of the Loan Documents Lenders as security for any reason amounts that become payable under the Letters of Credit and all other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force Obligations and effect (except Hedge Obligations in accordance with the terms §2.12. Upon any draws under Letters of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject Credit, at Agent’s sole discretion, Agent may apply any such amounts to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner repayment of amounts drawn thereunder and upon the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge expiration of the Voting Trust Certificates (Letters of Credit any remaining amounts will be applied to the payment of all other Obligations and Hedge Obligations or other ownership if there are no outstanding Obligations and Hedge Obligations and Lenders have no further obligation to make Revolving Credit Loans or profit interest in issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the Voting Trust))Borrower will be released to the Borrower.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”) shall occur: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;; none of the foregoing is a Non-Material Breach. (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, the Loans or any fees other sums due hereunder or under any of the other Loan Documents (including, without limitation, amounts due under the Fee Letter, §7.15) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue continues for three five (35) days; or (ii) any other sums due hereunder or under any none of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days;foregoing is a Non-Material Breach. (c) any of the Borrowers Borrower, MCRC or any of their Restricted respective Subsidiaries shall fail to comply with any of the their respective covenants contained in in: §7.1 within ten (10) days of any such amount being due (except with respect to interest, fees and other sums covered by clause (b) above or principal covered by clause (a) above); §9.17.6 (as to the legal existence of MCRLP for which no period to cure is granted); §7.7 (as to the legal existence and REIT status of MCRC for which no period to cure is granted); §7.12; §7.19 within ten (10) days of the occurrence of same; §8 (except with respect to §8.4 for Non-Material Breaches only, 9.5.1, or §8.5); or §9; none of the first sentence of §9.6, 9.12, 9.14, 10 or 11;foregoing is a Non-Material Breach. (d) any of the Borrowers Borrower, MCRC or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents Document (other than those specified elsewhere in this §14.112) and such failure continues for thirty (30) days after written notice of (other than a Non-Material Breach (excluding §8.4 for which the Non-Material Breach must be cured within the thirty or ten days, as applicable, provided therein) and such failure has been given to the Applicable Borrower cure period shall not extend any specific cure period set forth in any term, covenant or agreement covered by the Administrative Agent;this §12.1(d)). (e) any representation or warranty of any of the Borrowers Borrower, MCRC or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made;made or repeated (other than a Non-Material Breach). (f) any of the Borrowers Borrower, MCRC or any of their Restricted respective Subsidiaries shall (i) fail to pay when dueat maturity, or within any applicable period of gracegrace or cure, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received by it (other than current obligations in the ordinary course of business) or in respect of any Capitalized Leases, in each case only in respect of any Recourse obligations or credit in an aggregate amount in excess of $50,000,000 (determined in accordance with §9.9 hereof) or (ii) fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received (other than current obligations in the ordinary course of business) or in respect of any Capitalized Leases Leases, in each case only in respect of any Recourse obligations or credit in an aggregate amount in excess of $50,000,000 (determined in accordance with §9.9 hereof), for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require any such obligations to be prepaid, redeemed, repurchased or defeased prior to the maturity thereof;; and none of the foregoing is a Non-Material Breach. (g) the Borrower, MCRC, or any Material Subsidiary excluding any Material Subsidiary which is the subject of the Borrowers and any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiariesa Permitted Event) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers Borrower, MCRC, or any Material Subsidiary (excluding any Material Subsidiary which is the subject of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiariesa Permitted Event) or of any substantial part of the properties or assets of any of the Borrowers Borrower, MCRC, or any Material Subsidiary (excluding any Material Subsidiary which is the subject of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiariesa Permitted Event) or shall commence any case or other proceeding relating to any of the Borrowers Borrower, MCRC, or any Material Subsidiary (excluding any Material Subsidiary which is the subject of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiariesa Permitted Event) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers Borrower, MCRC, or any Material Subsidiary (excluding any Material Subsidiary which is the subject of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiariesa Permitted Event) and (i) the Borrowers Borrower, MCRC, or any Material Subsidiary (excluding any Material Subsidiary which is the subject of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiariesa Permitted Event) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of seventy-five (6075) days following the filing thereof;days. (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of the Borrowers Borrower, MCRC or any Material Subsidiary (excluding any Material Subsidiary which is the subject of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiariesa Permitted Event) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers Borrower, MCRC or any Restricted Material Subsidiary (other than Immaterial Restricted Subsidiariesexcluding any Material Subsidiary which is the subject of a Permitted Event) of the Borrowers in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted;, and such proceeding, decree or order shall continue undismissed, or unstayed and in effect, for a period of seventy-five (75) days. (i) there shall remain in force, undischarged, unsatisfied and unstayed, for a period of more than thirty (30) days, whether or not consecutive, any uninsured final judgment against any of the Borrowers Borrower, MCRC or any Material Subsidiary (excluding any Material Subsidiary which is the subject of their Restricted Subsidiaries a Permitted Event) that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers Borrower, MCRC or any Material Subsidiary (excluding any Material Subsidiary which is the subject of their Restricted Subsidiaries a Permitted Event) exceeds in the aggregate $50,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers or any of their Restricted Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which results or could reasonably be expected to result in liability under Title IV of ERISA to the Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $50,000,000; or (iii) there is a failure of legal compliance with respect to any Canadian Plan or Foreign Plan and such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; or (iv) a Canadian Plan or a Foreign Plan is terminated and such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))10,000,000.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”) shall occur: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, the Loans or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan DocumentsDocuments (including, without limitation, amounts due under §8.17) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure continues for three (3) days (provided that in the case of such sums due other than for interest, the Borrower shall continue for thirty (30) dayshave received from the Agent notice of the nature and amount of such other amounts and that payment therefor is due); (c) any of the Borrowers Borrower or any of their Restricted Subsidiaries BPI shall fail to comply comply, or to cause BPI to comply, as the case may be, with any of the respective covenants contained in §§the following: (i) 8.1 (except with respect to principal, interest and other sums covered by clauses (a) or (b) above); (ii) 8.5 (clauses (a) through (d)), unless such failure is cured within fifteen (15) Business Days; (iii) 8.6 (as to the legal existence of Borrower); (iv) 8.7 (as to the legal existence and REIT status of BPI or as it otherwise relates to BPI); (v) 8.10, unless such failure is cured within three (3) Business Days; (vi) 8.12; (vii) [Intentionally Deleted]; (viii) 8.14; (ix) 9.1, 9.5.1, the first sentence of §; (x) 9.2; (xi) 9.3; (xii) 9.4; (xiii) 9.6, 9.12, 9.14, 10 or 11; and (xiv) 10; (d) any of the Borrowers Borrower or any of their Restricted Subsidiaries BPI shall fail to perform perform, or to cause BPI to perform, any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.114) and such failure continues for thirty (30) days after written notice of such failure has been given from the Agent (such notice not, however, being required for any failure with respect to which the Applicable Borrower is otherwise obligated hereunder to notify the Agent or the Banks), provided, however, that if the Borrower is diligently and in good faith prosecuting a cure of any such failure or breach that is capable of being cured (all as determined by the Administrative Agent in its reasonable and good faith judgment), the Borrower shall be permitted an additional thirty (30) days (but in no event more than an aggregate of sixty (60) days after any such initial written notice from the Agent) to effect such cure; (e) any representation or warranty of any made by or on behalf of the Borrowers Borrower or any of their Restricted Subsidiaries BPI in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated and the same is not otherwise specified herein to be a Non-Material Breach; (f) any of the Borrowers Borrower or any of its Subsidiaries or, to the extent of Recourse to the Borrower or such Subsidiaries thereunder, any of their Restricted Subsidiaries respective Affiliates, shall fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized LeasesLeases (other than non-recourse obligations or credit), the recourse component of which is in excess of $50,000,000, either individually or in the aggregate, or fail to observe or perform any material term, covenant covenant, condition or agreement contained in any agreement agreement, document or instrument by which it is boundbound evidencing, securing or otherwise relating to such Recourse obligations, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder the recourse component of which is in excess of $50,000,000, either individually or in the aggregate, to accelerate the maturity thereof; provided, however that notwithstanding the foregoing, (i) no Event of Default shall occur pursuant to this subparagraph (f) unless and until the holder or holders of such Recourse Indebtedness have declared an event of default beyond any applicable notice and grace periods, if any, on in excess of $50,000,000 of such Recourse Indebtedness either individually or in the aggregate, and (ii) with respect solely to any such Recourse Indebtedness of a Subsidiary or Affiliate of the Borrower (not including any such Indebtedness which is Recourse to the Borrower), no Event of Default shall occur pursuant to this subparagraph (f) if, upon the occurrence of such event, the Borrower, promptly after obtaining knowledge of the same, notifies the Agent in writing of such event and includes with such notice a Compliance Certificate in the form of Exhibit C-6 evidencing to the satisfaction of the Agent that, as of the date thereof, the Borrower is in compliance with all of the covenants set xxxxx xx §00 after excluding such Subsidiary or Affiliate, and any Real Estate Asset owned by such Subsidiary or Affiliate, from the calculation of such covenants; (g) any of the Borrowers and BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the properties or assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such parties or shall commence any case or other proceeding relating to any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries and (other than Immaterial Restricted Subsidiariesi) and the Borrowers any of BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of ninety (6090) days following days, except, with respect solely to such parties other than BPLP and BPI, any of the filing thereofforegoing constitutes a Non-Material Breach; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers BPLP, BPI or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers their respective Subsidiaries in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted, except, with respect solely to such parties other than BPLP and BPI, any of the foregoing constitutes a Non-Material Breach; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any uninsured final judgment against any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers or any of their Restricted Subsidiaries such parties exceeds in the aggregate $50,000,00020,000,000, except, with respect solely to such parties other than BPLP and BPI, any of the foregoing constitutes a Non-Material Breach; (j) if any of the Loan Documents or any material provision of any Loan Document shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersBPI, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; (k) an ERISA any “Event occurs of Default” or default (after notice and expiration of any period of grace, to the extent provided), as defined or provided in any of the other Loan Documents, shall occur and be continuing; (l) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Required Banks shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA the Borrower or BPI to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $10,000,000 and such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Plan; or (iv) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days;Guaranteed Pension Plan; or (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any without limitation of the Borrowers or any other provisions of their Restricted Subsidiaries shall be indicted for a state or federal crimethis §14.1, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers BPI shall at any time own directly fail to be the sole general partner of BPLP or indirectly less than 100% shall at any time be in contravention of any of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described requirements contained in §8.17; 9.1(e), the last paragraph of §9.2, or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral §9.3 (including, without limitation, the Voting Trust Certificates (last paragraph of §9.3); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Required Banks shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other ownership or profit interest notice of any kind, all of which are hereby expressly waived by the Borrower, BPI and each of their respective Subsidiaries; provided that in the Voting Trust)event of any Event of Default specified in §14.1(g) or 14.1(h), at all such amounts shall become immediately due and payable automatically and without any time after its execution and delivery requirement of notice from any of the Loan Documents for any reason other than as expressly permitted hereunder Banks or thereunder the Agent or satisfaction in full of all action by the Obligations, ceases to be in full force and effect (except in accordance with Banks or the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Agent.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”) shall occur: (a) any the Borrower shall fail to pay any principal of its any Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment); (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, the Loans or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan DocumentsDocuments or any fee letter (including, without limitation, amounts due under §8.16) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue continues for thirty three (303) days; (c) any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries shall fail to comply comply, or to cause the Trust to comply, as the case may be, with any of the respective covenants contained in the following: §8.1 (except with respect to principal, interest and other sums covered by clauses (a) or (b) above); §8.2; §§9.18.4 through §810, 9.5.1, the first sentence of inclusive; §9.6, 9.12, 9.14, 8.12; §8.13; §8.15; §8.19; §8.20; §9; §10 or and §11; (d) any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.114) and such failure continues for thirty (30) days after written notice of such failure has been given to the Applicable Borrower by the Administrative Agentdays; (e) any representation or warranty of any made by or on behalf of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (f) any of the Borrowers Borrower, the Trust or any of its Subsidiaries or, to the extent of Recourse to the Borrower, the Trust or such Subsidiaries thereunder, any Partially-Owned Entity or other of their Restricted Subsidiaries respective Affiliates, shall fail to pay when due, or within any applicable period of grace, any obligation Consolidated Total Indebtedness which is in excess of the aggregate amount of (i) $50,000,0005,000,000, for borrowed money or credit received either individually or in respect of any Capitalized Leasesthe aggregate, if such Indebtedness is without Recourse and (ii) $1,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, or fail to observe or perform any material term, covenant covenant, condition or agreement contained in any agreement agreement, document or instrument by which it is boundbound evidencing, evidencing securing or securing borrowed money or credit received or in respect of any Capitalized Leases otherwise relating to such Consolidated Total Indebtedness for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder in excess of (i) $5,000,000, either individually or in the aggregate, if such Indebtedness is without Recourse and (ii) $1,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, to accelerate the maturity thereof; (g) any of Xxxxxxx OP, Xxxxxxx III, the Borrowers and Trust or any of their Restricted Subsidiaries (other than Immaterial Restricted respective Subsidiaries) , Xxxxxxx Management or Xxxxxxx Property LLC shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of Xxxxxxx OP, Xxxxxxx III, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the properties or assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such parties or shall commence any case or other proceeding relating to any of Xxxxxxx OP, Xxxxxxx III, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of Xxxxxxx OP, Xxxxxxx III, the Borrowers Trust or any of their Restricted respective Subsidiaries and (other than Immaterial Restricted Subsidiariesi) and any of Xxxxxxx OP, Xxxxxxx III, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of forty-five (6045) days following the filing thereofdays; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of Xxxxxxx OP, Xxxxxxx III, the Borrowers Trust or any of their Restricted Subsidiaries (other than Immaterial Restricted respective Subsidiaries) , Xxxxxxx Management or Xxxxxxx Property LLC bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of Xxxxxxx OP, Xxxxxxx III, the Borrowers Trust or any Restricted Subsidiary (other than Immaterial Restricted of their respective Subsidiaries) of the Borrowers , Xxxxxxx Management or Xxxxxxx Property LLC in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment that is not fully insured against any of Xxxxxxx OP, Xxxxxxx III, the Borrowers Trust or any of their Restricted respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers or any of their Restricted Subsidiaries such parties exceeds in the aggregate $50,000,0001,000,000; (j) if any of the Loan Documents or any provision of any Loan Document shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof (other than the Guaranty, which may not be terminated without the prior consent of the Agent) or with the express prior written agreement, consent or approval of the LendersAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or any of their Restricted its Subsidiaries party thereto or the Trust or any of their respective stockholdersits Subsidiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; the Guaranty shall be terminated, revoked or rescinded; or the Agent shall at any time fail to have a perfected, first-priority pledge of and security interest in the equity interests of each entity owning any Eligible Unencumbered Property; (k) an ERISA any “Event occurs of Default” or default (after notice and expiration of any period of grace, to the extent provided), as defined or provided in any of the other Loan Documents, shall occur and be continuing; (l) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Agent shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA the Borrower or any of its Subsidiaries or the Trust or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $1,000,000 and such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Plan; or (iv) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) daysGuaranteed Pension Plan; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which subject to the Borrower’s ability to remove Real Estate Assets from the Borrowing Base Pool in any such case causes, for more than thirty (30) consecutive daysaccordance with the provisions set forth below in this §14, the cessation or substantial curtailment of revenue producing activities at any facility failure of any Borrower or of the Real Estate Assets being included from time to time as part of the Borrowing Base Pool to comply with any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effectthe conditions set forth in the definition of Eligible Unencumbered Properties; (n) there shall occur the lossfailure of Xxxxx X. Xxxxxxx, suspension for any reason, to cease to retain the titles of President of Xxxxxxx Management and Chairman of Xxxxxxx OP and to perform the functions typically performed under such respective offices and to be actively involved in strategic planning and decision-making for the Trust, unless within six (6) months after such failure, the Board of Directors or revocation of, Board of Trustees has duly elected or failure appointed a qualified substitute to renew, any license replace such individual who is acceptable to the Agent in its sole discretion (as notified to the Borrower by the Agent in writing); or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture occurrence of any assets of such Borrower transaction in which any “person” or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons “group” (within the meaning of §13 or 14 Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), as amended) other than Xxxxxxxx X. Xxxxxxdirectly or indirectly, IIIof a sufficient number of voting rights applicable to the Trust ordinarily entitled to vote in the election of directors or trustees, his interest in his father’s estate and any of his children empowering such “person” or grandchildren and any trust or other Person controlled by, and “group” to elect a majority of the beneficial ownership interest Board of which is owned by, any Directors or Board of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) Trustees of the outstanding shares of the Capital Stock of GWI that is common stockTrust, (ii) who did not have such power before such transaction; or during any twelve-month period of twelve consecutive calendar monthson or after the Closing Date, individuals who were directors of GWI on at the first day beginning of such period shall cease constituted the Board of Trustees of the Trust (together with any new directors whose election by the Board of Trustees or whose nomination for election by the shareholders of the Trust was approved by a vote of at least a majority of the members of the Board of Trustees then in office who either were members of the Board of Trustees at the beginning of such period or whose election or nomination for election was previously so approved) ceased for any reason to constitute a majority of the board members of directors the Board of GWITrustees of the Trust then in office; or (o) without limitation of the other provisions of this §14.1, (iiii) any of the Borrowers Trust shall at any time own directly fail to be the sole general partner of Xxxxxxx OP or indirectly less than 100% shall at any time be in contravention of any of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests requirements contained in the Collateral last paragraph of §9.2 hereof, or §9.3 (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)last paragraph of §9.3), (ii) Xxxxxxx OP shall at any time after its execution fail to be the sole general partner and delivery the sole limited partner of Xxxxxxx III, (iii) the Management Agreement shall be terminated, amended or modified without the prior written consent of the Agent, or (iv) Xxxxx X. Xxxxxxx shall fail to be the 100% legal and beneficial equity interests in Xxxxxxx Management or Xxxxxxx Property LLC; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Lenders shall, declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower, the Trust and each of their respective Subsidiaries; provided that in the event of any Event of Default specified in §14.1(g) or 14.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from any of the Lenders or the Agent or action by the Lenders or the Agent. Without limitation of the foregoing, upon the occurrence of an Event of Default and/or the acceleration of the Loans or other enforcement action under any Loan Document (including the Pledge Agreement), the Agent shall have the right to terminate the Management Agreement, effective on the date of such termination (or such later date as the Agent may elect). Notwithstanding the foregoing provisions of this §14.1, in the event of a Default or Event of Default arising as a result of the inclusion of any Real Estate Asset in the Borrowing Base Pool at any particular time of reference, if such Default or Event of Default is capable of being cured by the exclusion of such Real Estate Asset from the Borrowing Base Pool in accordance with, and subject to, §8.13 and from all other covenant calculations under §10 or otherwise, the Borrower shall be permitted a period not to exceed five (5) days to submit to the Agent (with copies to the Agent for any reason other than as expressly permitted hereunder or thereunder or satisfaction each Bank) a compliance certificate in full the form of Exhibit C-1 hereto evidencing compliance with §2.1 and with all of the Obligations, ceases covenants set forth in §10 (with calculations evidencing such compliance after excluding from such covenants all Net Operating Income and Consolidated EBITDA generated by the Real Estate Asset to be in full force excluded from the Borrowing Base Pool) and effect (except in accordance with the terms of §16.11); or to create a valid Unencumbered Property Conditions, and perfected first priority Lien on the Collateral purported to be covered thereby (subject otherwise certifying that, after giving effect to the Liens permitted by §10.2) exclusion of such Real Estate Asset from the Borrowing Base Pool, no Default or any Loan Party or any other Person contests in any manner the validity or enforceability Event of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Default will be continuing.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”) shall occur: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, the Loans or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan DocumentsDocuments (including, without limitation, amounts due under §8.17) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure continues for three (3) days (provided that in the case of such sums due other than for interest, the Borrower shall continue for thirty (30) dayshave received from the Agent notice of the nature and amount of such other amounts and that payment therefor is due); (c) any of the Borrowers Borrower or any of their Restricted Subsidiaries BPI shall fail to comply comply, or to cause BPI to comply, as the case may be, with any of the respective covenants contained in §§the following: (i) 8.1 (except with respect to principal, interest and other sums covered by clauses (a) or (b) above); (ii) 8.5 (clauses (a) through (d)), unless such failure is cured within fifteen (15) Business Days; (iii) 8.6 (as to the legal existence of Borrower); (iv) 8.7 (as to the legal existence and REIT status of BPI or as it otherwise relates to BPI); (v) 8.10, unless such failure is cured within three (3) Business Days; (vi) 8.12; (vii) [Intentionally Deleted]; (viii) 8.14; (ix) 9.1, 9.5.1, the first sentence of §; (x) 9.2; (xi) 9.3; (xii) 9.4; (xiii) 9.6, 9.12, 9.14, 10 or 11; and (xiv) 10; (d) any of the Borrowers Borrower or any of their Restricted Subsidiaries BPI shall fail to perform perform, or to cause BPI to perform, any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.114) and such failure continues for thirty (30) days after written notice of such failure has been given from the Agent (such notice not, however, being required for any failure with respect to which the Applicable Borrower is otherwise obligated hereunder to notify the Agent or the Banks), provided, however, that if the Borrower is diligently and in good faith prosecuting a cure of any such failure or breach that is capable of being cured (all as determined by the Administrative Agent in its reasonable and good faith judgment), the Borrower shall be permitted an additional thirty (30) days (but in no event more than an aggregate of sixty (60) days after any such initial written notice from the Agent) to effect such cure; (e) any representation or warranty of any made by or on behalf of the Borrowers Borrower or any of their Restricted Subsidiaries BPI in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated and the same is not otherwise specified herein to be a Non-Material Breach; (f) any of the Borrowers Borrower or any of its Subsidiaries or, to the extent of Recourse to the Borrower or such Subsidiaries thereunder, any of their Restricted Subsidiaries respective Affiliates, shall fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized LeasesLeases (other than non-recourse obligations or credit), which is in excess of $50,000,000, either individually or in the aggregate, or fail to observe or perform any material term, covenant covenant, condition or agreement contained in any agreement agreement, document or instrument by which it is boundbound evidencing, securing or otherwise relating to such Recourse obligations, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder in excess of $50,000,000, either individually or in the aggregate, to accelerate the maturity thereof; provided, however that notwithstanding the foregoing, (i) no Event of Default shall occur pursuant to this subparagraph (f) unless and until the holder or holders of such Recourse Indebtedness have declared an event of default beyond any applicable notice and grace periods, if any, on in excess of $50,000,000 of such Recourse Indebtedness either individually or in the aggregate, and (ii) with respect solely to any such Recourse Indebtedness of a Subsidiary or Affiliate of the Borrower (not including any such Indebtedness which is Recourse to the Borrower), no Event of Default shall occur pursuant to this subparagraph (f) if, upon the occurrence of such event, the Borrower, promptly after obtaining knowledge of the same, notifies the Agent in writing of such event and includes with such notice a Compliance Certificate in the form of Exhibit C-6 evidencing to the satisfaction of the Agent that, as of the date thereof, the Borrower is in compliance with all of the covenants set xxxxx xx §00 after excluding such Subsidiary or Affiliate, and any Real Estate Asset owned by such Subsidiary or Affiliate, from the calculation of such covenants; (g) any of the Borrowers and BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the properties or assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such parties or shall commence any case or other proceeding relating to any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries and (other than Immaterial Restricted Subsidiariesi) and the Borrowers any of BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of ninety (6090) days following days, except, with respect solely to such parties other than BPLP and BPI, any of the filing thereofforegoing constitutes a Non-Material Breach; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers BPLP, BPI or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers their respective Subsidiaries in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted, except, with respect solely to such parties other than BPLP and BPI, any of the foregoing constitutes a Non-Material Breach; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any uninsured final judgment against any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers or any of their Restricted Subsidiaries such parties exceeds in the aggregate $50,000,00020,000,000, except, with respect solely to such parties other than BPLP and BPI, any of the foregoing constitutes a Non-Material Breach; (j) if any of the Loan Documents or any material provision of any Loan Document shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersBPI, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; (k) an ERISA any “Event occurs of Default” or default (after notice and expiration of any period of grace, to the extent provided), as defined or provided in any of the other Loan Documents, shall occur and be continuing; (l) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA the Borrower or BPI to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $10,000,000 and such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Plan; or (iv) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days;Guaranteed Pension Plan; or (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any without limitation of the Borrowers or any other provisions of their Restricted Subsidiaries shall be indicted for a state or federal crimethis §14.1, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers BPI shall at any time own directly fail to be the sole general partner of BPLP or indirectly less than 100% shall at any time be in contravention of any of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described requirements contained in §8.17; 9.1(e) hereof, the last paragraph of §9.2 hereof, or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral §9.3 (including, without limitation, the Voting Trust Certificates (last paragraph of §9.3); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other ownership or profit interest notice of any kind, all of which are hereby expressly waived by the Borrower, BPI and each of their respective Subsidiaries; provided that in the Voting Trust)event of any Event of Default specified in §14.1(g) or 14.1(h), at all such amounts shall become immediately due and payable automatically and without any time after its execution and delivery requirement of notice from any of the Loan Documents for any reason other than as expressly permitted hereunder Banks or thereunder the Agent or satisfaction in full of all action by the Obligations, ceases to be in full force and effect (except in accordance with Banks or the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Agent.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “DefaultDefaults”) shall occur: (a) any The Borrower shall fail to pay any principal of its Loans or any Borrower shall fail to pay any Reimbursement Obligation the Loan when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any The Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter the Loan within five (5) days of Credit Fee, any Duration Fee, or any fees due under the Fee Letter, when date that the same shall become due and payable, or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within five (5) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrowers or any of their Restricted Subsidiaries shall fail to comply with any of the covenants contained in §§9.1, 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 11[Reserved]; (d) any of the Borrowers Borrower or the other Credit Parties or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.1, §9.2, §9.3, or §9.4, in each case without prepaying a portion of the Loan in order to comply with such financial covenant within fifteen (15) days after written notice of a Default under this §12.1(d); (e) any of the Borrower or the other Credit Parties shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this §14.112 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after the Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30)-day period despite the Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of the Borrower’s receipt of the Agent’s original notice, then the Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from the Borrower’s receipt of Agent’s original notice; provided that the foregoing cure provisions shall not pertain to any default consisting of a failure has been given to comply with §8.4, §8.7, or to any Default excluded from any provision of cure of defaults contained in any other of the Applicable Borrower by Loan Documents and with respect to any defaults under §8.1, §8.2, §8.3, §8.4, §8.7 or §8.8, the Administrative Agentthirty (30) day cure period described above shall be reduced to a period of ten (10) days and no additional cure period shall be provided with respect to such defaults; (ef) any material representation or warranty of any made by or on behalf of the Borrowers Credit Parties or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, any advance of a Loan, or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made; (f) any of made or repeated except to the Borrowers or any of their Restricted Subsidiaries shall fail to pay when due, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized Leases, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which extent it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder not reasonably expected to accelerate the maturity thereofhave a Material Adverse Effect; (g) the Borrower or the Pledgor or any Subsidiary defaults under any Recourse Indebtedness or Non-Recourse Indebtedness; (h) any of the Borrowers and any of their Restricted Subsidiaries Borrower or other Credit Party, (other than Immaterial Restricted Subsidiariesi) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers for it or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries its assets, (other than Immaterial Restricted Subsidiariesii) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) it under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower or other Credit Party or any such substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of the Borrowers debt, dissolution or liquidation or similar law of any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) jurisdiction, now or hereafter in effect, and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person shall indicate their its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within sixty ninety (6090) days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such a trustee, custodian, liquidator, administrator liquidator or receiver for any of the Borrower or other Credit Party or adjudicating any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers such Person in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether one or not consecutive, any more uninsured or unbonded final judgment judgments against the Pledgor or the Borrower in excess of $5,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers or any of their Restricted Subsidiaries exceeds in the aggregate $50,000,000; (j) if any of the material Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the material Loan Documents shall be commenced by or on behalf of any of the Borrowers or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersCredit Parties, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the material Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (km) an ERISA Event occurs RESERVED; (n) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or could Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability under Title IV of ERISA any of the Credit Parties to pay money to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess exceeding $1,000,000 and one of $50,000,000; or (iii) there is a failure of legal compliance the following shall apply with respect to any Canadian Plan or Foreign Plan and such failure results or could event: (x) such event in the circumstances occurring reasonably would be expected to result in accelerated liability in an aggregate amount in excess the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ivy) a Canadian Plan or a Foreign Plan is terminated and such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) trustee shall be enjoined, restrained or in any way prevented have been appointed by the order of any court United States District Court to administer such Plan; or any administrative or regulatory agency from conducting any material part of its business and (z) the PBGC shall have instituted proceedings to terminate such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse EffectGuaranteed Pension Plan; (o) any Change of the Borrowers or any of their Restricted Subsidiaries Control shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000;occur; or (p) (i) then, and upon any person or group such Event of persons (within Default, the meaning of §13 or 14 Agent may, and upon the request of the Securities Exchange Act of 1934Required Lenders shall, as amended) by notice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes, and the other than Xxxxxxxx X. XxxxxxLoan Documents to be, IIIand they shall thereupon forthwith become, his interest in his father’s estate immediately due and any of his children or grandchildren and any trust payable without presentment, demand, protest or other Person controlled bynotice of any kind, and a majority of the beneficial ownership interest all of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated are hereby expressly waived by the Securities Borrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and Exchange Commission under said Act) payable automatically and without any requirement of more than thirty-five percent (35%) presentment, demand, protest or other notice of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) kind from any of the Borrowers shall at any time own directly Lenders or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Agent.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”) shall occur: (a) any the Borrower shall fail to pay any principal of its any Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, the Loans or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan DocumentsDocuments or any fee letter (including, without limitation, amounts due under §3.3 or §8.16) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue continues for thirty three (303) days; (c) the Borrower, any of Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries shall fail to comply comply, or to cause the Trust to comply, as the case may be, with any of the respective covenants contained in the following: §8.1 (except with respect to principal, interest and other sums covered by clauses (a) or (b) above); §8.2; §§9.18.4 through §8.10, 9.5.1, the first sentence of inclusive; §9.6, 9.12, 9.14, 8.12; §8.13; §8.14(b); §8.15; §8.19; §8.20; §9; §10 or and §11; (d) the Borrower, any of Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.114) and such failure continues for thirty (30) days after written notice of such failure has been given to the Applicable Borrower by the Administrative Agentdays; (e) any representation or warranty of any made by or on behalf of the Borrowers Borrower, any Subsidiary Guarantor, the Trust or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (fi) the Borrower, any of Subsidiary Guarantor, the Borrowers Trust or any of its Subsidiaries or, to the extent of Recourse to the Borrower, the Subsidiary Guarantor, the Trust or such Subsidiaries thereunder, any Partially-Owned Entity or other of their Restricted Subsidiaries respective Affiliates, shall fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, Indebtedness for borrowed money or credit received or in respect of any Capitalized Leases, which is in excess of (A) $25,000,000, either individually or in the aggregate, if such Indebtedness is Without Recourse and (B) $5,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, or fail to observe or perform any material term, covenant covenant, condition or agreement contained in any agreement agreement, document or instrument by which it is boundbound evidencing, securing or otherwise relating to such Indebtedness or Recourse obligations, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder in excess of (A) $25,000,000, either individually or in the aggregate, if such Indebtedness is without Recourse and (B) $5,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, to accelerate the maturity thereof;; or (ii) any Event of Default shall occur under (and as defined in, respectively) the Unsecured Revolver Agreement or the Existing Term Loan Agreement; or (g) any of FPLP, any Subsidiary Guarantor, the Borrowers and Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the properties or assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such parties or shall commence any case or other proceeding relating to any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries and (other than Immaterial Restricted Subsidiariesi) and any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of forty-five (6045) days following the filing thereofdays; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers their respective Subsidiaries in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any uninsured final judgment against any of FPLP, a Subsidiary Guarantor, the Borrowers Trust or any of their Restricted respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers or any of their Restricted Subsidiaries such parties exceeds in the aggregate $50,000,0002,000,000; (j) if any of the Loan Documents or any material provision of any Loan Document shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or a Subsidiary Guarantor or any of their Restricted Subsidiaries party thereto or the Trust or any of their respective stockholdersits Subsidiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof;; or the Agent shall fail to have a perfected first-priority security interest in any of the Collateral; or (k) an ERISA any “Event occurs of Default” or default (after notice and expiration of any period of grace, to the extent provided, as defined or provided in any of the other Loan Documents, shall occur and be continuing; (l) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA the Borrower or any of its Subsidiaries or the Trust or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $2,000,000 and such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Plan; or (iv) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) daysGuaranteed Pension Plan; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which subject to the Borrower’s ability to remove Real Estate Assets from the Borrowing Base Pool in any such case causes, for more than thirty (30) consecutive daysaccordance with the provisions set forth below in this §14, the cessation or substantial curtailment of revenue producing activities at any facility failure of any Borrower or of the Real Estate Assets being included from time to time as part of the Borrowing Base Pool to comply with any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effectthe conditions set forth in the definition of Eligible Borrowing Base Properties; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets two of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) Xxxxxxx Xxxxxxxxx, for any person reason, to cease to retain the titles of President, Chief Executive Officer and Trustee of the Trust, or group (ii) Xxxxxxxx X. Xxxxx, for any reason, to cease to retain the titles of persons Executive Vice President and Chief Investment Officer, or (iii) Xxxxx X. Xxxx, for any reason, to cease to retain the titles of Senior Vice President and Chief Financial Officer, and in each case, to perform the functions typically performed under such respective offices and to be actively involved in strategic planning and decision-making for the Trust, unless within six (6) months after such failure, the Board of Directors or Board of Trustees has duly elected or appointed a qualified substitute to replace such individual who is acceptable to the Majority Lenders in their sole discretion (as notified to the Borrower by the Agent in writing); or the occurrence of any transaction in which any “person” or “group” (within the meaning of §13 or 14 Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), as amended) other than Xxxxxxxx X. Xxxxxxdirectly or indirectly, IIIof a sufficient number of shares of all classes of stock then outstanding of the Trust ordinarily entitled to vote in the election of directors, his interest in his father’s estate and any of his children empowering such “person” or grandchildren and any trust or other Person controlled by, and “group” to elect a majority of the beneficial ownership interest Board of which is owned by, any Directors or Board of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) Trustees of the outstanding shares of the Capital Stock of GWI that is common stockTrust, (ii) who did not have such power before such transaction; or during any twelve-month period of twelve consecutive calendar monthson or after the Closing Date, individuals who were directors of GWI on at the first day beginning of such period shall cease constituted the Board of Trustees of the Trust (together with any new directors whose election by the Board of Trustees or whose nomination for election by the shareholders of the Trust was approved by a vote of at least a majority of the members of the Board of Trustees then in office who either were members of the Board of Trustees at the beginning of such period or whose election or nomination for election was previously so approved) ceased for any reason to constitute a majority of the board of directors of GWI, (iii) any members of the Borrowers Board of Trustees of the Trust then in office; or (o) without limitation of the other provisions of this §14.1, the Trust shall at any time own directly fail to be the sole general partner of FPLP or indirectly less than 100% shall at any time be in contravention of any of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests requirements contained in the Collateral last paragraph of §9.2 hereof, or §9.3 (including, without limitation, the Voting Trust Certificates last paragraph of §9.3); or (p) the Borrower shall fail to own, directly or indirectly, 100% of the Equity Interests of each Subsidiary Guarantor; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Lenders shall, declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other ownership or profit interest notice of any kind, all of which are hereby expressly waived by the Borrower, each Subsidiary Guarantor, the Trust and each of their respective Subsidiaries; provided that in the Voting Trust)event of any Event of Default specified in §14.1(g) or 14.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from any of the Lenders or the Agent or action by the Lenders or the Agent. Notwithstanding the foregoing provisions of this §14.1, in the event of a Default or Event of Default arising as a result of the inclusion of any Real Estate Asset in the Borrowing Base Pool at any particular time of reference, if such Default or Event of Default is capable of being cured by the exclusion of such Real Estate Asset from the Borrowing Base Pool in accordance with, and subject to, §8.13 and from all other covenant calculations under §10 or otherwise, the Borrower shall be permitted a period not to exceed five (5) days to submit to the Agent (with copies to the Agent for each Lender) a compliance certificate in the form of Exhibit C hereto evidencing compliance with the covenants set forth in §10 (with calculations evidencing such compliance after its execution and delivery excluding from Adjusted Net Operating Income all of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Adjusted Net Operating Income generated by the Obligations, ceases Real Estate Asset to be in full force excluded from the Borrowing Base Pool) and effect (except in accordance with the terms of §16.11); or to create a valid Borrowing Base Property Conditions, and perfected first priority Lien on the Collateral purported to be covered thereby (subject otherwise certifying that, after giving effect to the Liens permitted by §10.2) exclusion of such Real Estate Asset from the Borrowing Base Pool, no Default or any Loan Party or any other Person contests in any manner the validity or enforceability Event of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Default will be continuing.

Events of Default and Acceleration. Any If any of the following events shall constitute an “Event ("Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”") shall occur: (a) any Borrower Consignee shall fail to purchase or pay for (whether by payment of cash or by Redelivery) any principal Consigned Precious Metal when required to do so pursuant to the terms of its Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for paymentthis Agreement; (b) any Borrower Consignee shall fail to pay (i) any interest on its LoansDaily Consignment Fees, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, commitment fees or any fees other sum due under this Agreement or any of the Fee Letter, when other Consignment Documents within three (3) Business Days after the date on which the same shall have first become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrowers Consignee or any of their Restricted Subsidiaries shall fail to comply with any of the covenants contained in §§9.1, 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 11; (d) any of the Borrowers or any of their Restricted its Subsidiaries shall fail to perform any term, covenant or agreement contained herein in ss.ss.3.1, 3.2, 8.1 (other than 8.1.2(i) and 8.1.3(ii)), 8.2 and 8.3; (d) any Consignee or in any of its Subsidiaries shall fail to perform (i) any term, covenant or agreement contained in ss.8.1.2(i) or ss.8.1.3(ii) or any other term, covenant or agreement contained in the other Loan Consignment Documents (other than those specified elsewhere terms, covenants and agreements contained in this §14.1) ss.4 of the Security Agreement), and such failure shall continue unremedied for a period of thirty (30) days after written notice Notice thereof shall have been given by the Agent to a Consignee, or (ii) any term, covenant or agreement contained in ss.4 of the Security Agreement, and such failure has been given to the Applicable Borrower by the Administrative Agentshall continue unremedied for a period of thirty (30) days; (e) any representation or warranty of any of the Borrowers Consignee or any of their Restricted its Subsidiaries in this Credit Agreement or any of the other Loan Consignment Documents or in any other document certificate or instrument delivered pursuant to or notice given in connection with this Credit Agreement therewith shall prove to have been false or misleading in any material respect upon at the date when time made or deemed to have been made; (f) any of the Borrowers Consignee or any of their Restricted its Subsidiaries shall fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of owed by it under the aggregate amount of $50,000,000, Senior Notes or any other obligation for borrowed money or credit received or in respect of any Capitalized LeasesLeases (other than in respect of the Dollar Facility and the Senior Debentures) which other obligation shall be in excess of $1,000,000 in aggregate principal amount, or fail to observe or perform any material term, covenant or agreement contained in the Senior Notes or the documents executed in connection therewith or any material term, covenant or agreement by which it is bound, evidencing or securing contained in any other obligation for borrowed money or credit received or in respect of any Capitalized Leases (other than in respect of the Dollar Facility and the Senior Debentures) which other obligation shall be in excess of $1,000,000 for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) the Parent shall fail to pay at maturity, or within any applicable period of grace, any obligation owed by it under the Borrowers and Senior Debentures or any other obligation for borrowed money or credit received or in respect of their Restricted Subsidiaries Capitalized Leases (other than Immaterial Restricted Subsidiariesin respect of the Dollar Facility and the Senior Notes) which other obligation shall make an assignment for the benefit be in excess of creditors$1,000,000 in aggregate principal amount, or admit in writing its inability to pay or generally fail to pay its debts as they mature observe or become dueperform any material term, covenant or shall petition agreement contained in the Senior Debentures or apply for the appointment of a trustee or other custodian, liquidator, administrator or receiver of any of the Borrowers documents executed in connection therewith or any material term, covenant or agreement contained in any other obligation for borrowed money or credit received or in respect of their Restricted Subsidiaries Capitalized Leases (other than Immaterial Restricted Subsidiariesin respect of the Dollar Facility and the Senior Notes) which other obligation shall be in excess of $1,000,000 for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any substantial part of obligations issued thereunder to accelerate the assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Law, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within sixty (60) days following the filing maturity thereof; (h) a decree any Consignee or order is entered appointing any such trustee, custodian, liquidator, administrator or receiver or adjudicating any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolventParent shall fail to pay at maturity, or approving a petition in within any such case or other proceedingapplicable period of grace, any obligation owed by it under the Dollar Facility, or a decree shall fail to observe or order perform any material term, covenant or agreement contained in the Dollar Facility, for relief is entered such period of time as would permit (assuming the giving of appropriate notice if required) the Dollar Agent or the Lenders (as defined in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted SubsidiariesDollar Facility) of to accelerate the Borrowers in an involuntary case under any Debtor Relief Law as now or hereafter constitutedmaturity thereof; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against any of the Borrowers or any of their Restricted Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers or any of their Restricted Subsidiaries exceeds in the aggregate $50,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than except in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersAgent, (i) (A) any of the Consignment Documents shall be cancelled, terminated, revoked or rescinded, (B) the Agent's Liens for the benefit of the Institutions and the Agent in all or any portion of the Collateral having an aggregate value in excess of the lesser of two and one-half percent (2 1/2%) of the Fair Market Value of all Consigned Precious Metal then outstanding and $500,000, shall cease to be perfected or shall cease to have the priority contemplated by the Security Documents and the Intercreditor Agreement, or (C) the Agent's Liens for the benefit of the Institutions and the Agent in any portion of the Collateral having an aggregate value less than or equal to the lesser of two and one-half percent (2 1/2%) of the Fair Market Value of all Consigned Precious Metal then outstanding and $500,000 shall cease to be perfected or shall cease to have the priority contemplated by the Security Documents and the Intercreditor Agreement, and such cessation of perfection or priority shall continue unremedied for a period of thirty (30) days, or (ii) any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Consignment Documents shall be commenced by or on behalf of any of the Borrowers Consignee or any of their Restricted its Subsidiaries party thereto or any of their respective stockholders, or (iii) any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Consignment Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (kj) any of the Parent, any Consignee or any of its Subsidiaries (i) shall make an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which results or could reasonably be expected to result in liability under Title IV assignment for the benefit of ERISA to the Pension Plancreditors, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI shall be adjudicated bankrupt or any ERISA Affiliate fails to pay when dueinsolvent, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $50,000,000; or (iii) there is shall seek the appointment of, or be the subject of an order appointing, a failure trustee, liquidator or receiver as to all or a substantial part of legal compliance with respect to any Canadian Plan or Foreign Plan and such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; or its assets, (iv) a Canadian Plan shall commence, approve or a Foreign Plan consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is terminated and such termination results not dismissed within sixty (60) days following the commencement thereof, or could reasonably (v) shall be expected to result in accelerated liability the subject of an order for relief in an aggregate amount in excess involuntary case under federal bankruptcy law; (k) any of $50,000,000the Parent, any Consignee or any of its Subsidiaries shall be unable to pay its debts generally as they mature; (l) there shall remain undischarged and unstayed for more than thirty (30) days any final judgment or execution action against any of the Borrowers Parent, any Consignee or any of its Subsidiaries that, together with other outstanding claims and execution actions against the Parent, the Consignees and their Restricted Subsidiaries exceeds $1,000,000 in the aggregate; (other than Immaterial Restricted Subsidiariesm) any Consignee or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its domestic business and such order shall continue in effect for more than thirty (30) days; (mn) there shall occur any material damage to, or loss, theft or destruction of, any Consigned Precious Metal, or any products or property which includes Consigned Precious Metal, for which additional Eligible Specified Gold Jewelry in replacement thereof is not immediately delivered or as to which immediate payment therefor (equal to the Fair Market Value thereof at the time of such loss, theft or destruction plus twenty-five cents ($0.25) per txxx ounce thereof) has not been made by the Consignees to the Agent; (o) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower Consignee or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance satisfactory to the Agent and would has or could reasonably be expected to have a Material Materially Adverse Effect; (np) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower Consignee or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would has or could reasonably be expected to have a Material Materially Adverse Effect; (oq) the Parent shall at any time, legally or beneficially, own less than 100% of the Borrowers outstanding capital stock of Finlay or Finlay shall at any of their Restricted Subsidiaries shall be indicted for a state time, legally or federal crimebeneficially, or any civil or criminal action shall otherwise have been brought against any own less than 100% of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture outstanding capital stock of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000Consignee Subsidiary, including eFinlay; (pr) (i) any person "person" or group of persons "group" (within the meaning of §13 Section 13(d) or 14 14(d)(2) of the Securities Exchange Act of 1934, as amended) ), other than Xxxxxxxx X. Xxxxxxthe Principals and their Related Parties, IIIor an entity controlled by the Principals and their Related Parties, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of becomes the "beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership owner" (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) 50% of the outstanding shares total aggregate voting power of all classes of the Capital Stock voting stock of GWI that is common any Consignee or the Parent and/or warrants or options to acquire such voting stock, calculated on a fully diluted basis; or (ii) during any period of twelve two consecutive calendar monthsyears, individuals who were directors of GWI on at the first day beginning of such period shall constituted any Consignee's board of directors (together with any new directors whose election by such Consignee's board of directors or whose nomination for election by such Consignee's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of GWIsuch Consignee then in office, (iii) any unless such majority of the Borrowers directors then in office has been elected or nominated for election by the Principals or their Related Parties or an entity controlled by the Principals or their Related Parties; (s) the Parent shall at engage in any time own directly or indirectly activities other than the ownership of the stock of Finlay, compliance with the terms of the Senior Debentures, and such other activities which are incidental to either of the foregoing; (t) there shall be less than 100% thirty (30) days until the expiration of the shares Letter of the Capital Stock Credit and such Letter of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend Credit shall not have been extended or recapitalization or reclassification of the capital of such Person, except as otherwise consented to renewed by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000issuer thereof; or (qu) any Guarantees the credit rating of the issuer of the Letter of Credit shall fall below a "B" LACE rating, and the Consignees shall not, within thirty (other than 30) days following such change in rating, have obtained a Guarantee substitute Letter of Credit in form and substance acceptable to the Institutions and the Agent and issued by an Immaterial Restricted Subsidiary) issuer having at least a "B" LACE rating and otherwise acceptable to the Institutions and the Agent; THEN, or security interests in the Collateral (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution thereafter: (1) If any Event of Default under clause (j) or (k) shall occur, (A) the Commitments shall automatically terminate and delivery the Agent and the Institutions shall be relieved of all further obligations to make Purchases and Consignments to any Consignee, (B) the Consignees shall be immediately jointly and severally obligated to (i) Redeliver an amount of Consigned Precious Metal and/or (ii) pay to the Agent an amount equal to the Spot Value of any Consigned Precious Metal on the date of such payment divided by the Second London Fixing for such date, such that the combined amount of Consigned Precious Metal Redelivered and/or paid for pursuant to subclauses (i) and (ii) of this clause (B) shall be equal to the aggregate number of ounces of Consigned Precious Metal outstanding, and (C) all accrued and unpaid Daily Consignment Fees and commitment fees, and all other amounts payable hereunder and under the other Consignment Documents shall automatically become forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by each Consignee; (2) If any Event of Default other than an Event of Default under (h), (j) and (k) shall occur and be continuing, the Agent may, and upon the request of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full Required Institutions shall, by Notice to the Consignees, (A) terminate the Commitment and the Agent and the Institutions shall be relieved of all further obligations to make Purchases and Consignments to any Consignee, (B) require that the Obligations, ceases Consignees immediately (such obligation of the Consignees to be in full force joint and effect several) (except in accordance with i) Redeliver an amount of Consigned Precious Metal and/or (ii) pay to the terms Agent an amount equal to the Spot Value of §16.11); or to create a valid and perfected first priority Lien any Consigned Precious Metal on the Collateral purported date of such payment divided by the Second London Gold Fixing for such date, such that the combined amount of Consigned Precious Metal Redelivered and/or paid for pursuant to subclauses (i) and (ii) of this clause (B) shall be equal to the aggregate number of ounces of Consigned Precious Metal outstanding, and/or (C) declare all accrued and unpaid Daily Consignment Fees and commitment fees, and all other amounts payable hereunder and under the other Consignment Documents to be covered thereby forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Consignee; and (subject 3) If any Event of Default under clause (h) shall have occurred and be continuing, the Agent may, and upon the request of the Required Institutions shall, by Notice to the Liens permitted by §10.2Consignees no earlier than ninety (90) or days following the occurrence of such Event of Default (A) terminate the Commitments and the Agent and the Institutions shall be relieved of all further obligations to make Purchases and Consignments to any Loan Party or any other Person contests in any manner Consignee, (B) require that the validity or enforceability Consignees immediately (such obligation of the Consignees to be joint and several) (i) Redeliver an amount of Consigned Precious Metal and/or (ii) pay to the Agent an amount equal to the Spot Value of any provision Consigned Precious Metal on the date of §7 such payment divided by the Second London Gold Fixing for such date, such that the combined number of ounces of Consigned Precious Metal Redelivered and/or paid for pursuant to subclauses (i) and (ii) of this clause (B) shall be equal to the aggregate amount of Consigned Precious Metal outstanding, and/or (C) declare all accrued and unpaid Daily Consignment Fees and commitment fees, and all other amounts payable hereunder and under the other Consignment Documents to be forthwith due and payable, without presentment, demand, protest or further notice of any Collateral Document (includingkind, without limitation, the pledge all of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))which are hereby expressly waived by each Consignee.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, following such events but prior to such notice or lapse of time, a “DefaultDefaults”) shall occur: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and and, except with respect to the final payment at the state maturity, such failure continues for two (2) Business Days from the date of written notice from Agent; (b) the Borrower shall continue for three fail to pay any interest on the Loans within five (35) days; days of the date that the same shall become due and payable, or (ii) any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents, when the same shall become due and payableDocuments within five (5) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrowers Borrower or the other Credit Parties or any of their Restricted Subsidiaries shall fail to comply with any of the covenants contained in §§9.1, 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 11; (d) any of the Borrowers or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in (i) §7.6(a), (ii) §8, or (iii) §9; (d) the Borrower or the other Credit Parties shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this §14.1) 12 or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such failure has been given thirty (30)-day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Agent’s original notice; provided that with respect to any defaults under §7.4, §7.5, §7.7, or §7.9, the Applicable Borrower by the Administrative Agentthirty (30) day cure period described above shall be reduced to a period of fifteen (15) days and no additional cure period shall be provided with respect to such defaults; (e) any representation or warranty of any made by or on behalf of the Borrowers Credit Parties or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, any advance of a Loan, or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated except to the extent it is not reasonably expected to have a Material Adverse Effect; (f) Any (a) Borrower, any of the Borrowers other Credit Party, or any of their Restricted Subsidiaries shall fail to pay when duedefaults under any Recourse Indebtedness, or within (b) Borrower or any Subsidiary thereof defaults under any Non- Recourse Indebtedness in an aggregate outstanding amount equal to or greater than $100,000,000 with respect to all uncured defaults at any time, in each case, after the exhaustion of all applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized Leases, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereofcure periods; (g) any of the Borrowers and any of their Restricted Subsidiaries Borrower or other Credit Party, (other than Immaterial Restricted Subsidiariesi) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers for it or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries its assets, (other than Immaterial Restricted Subsidiariesii) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) it under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (h) a petition or application shall be filed (other than by any Lender) for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or other Credit Party or any such substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiariesby any Lender) against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person shall indicate their its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within sixty ninety (6090) days following the filing or commencement thereof; (hi) a decree or order is entered appointing any such a trustee, custodian, liquidator, administrator liquidator or receiver for the Borrower or other Credit Party or adjudicating any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers such Person in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (ij) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether or not consecutive, one or more uninsured or unbonded final judgments against Borrower or any final judgment against Credit Party that, either individually or in the aggregate, exceed in excess of $5,000,000.00 in the case of the Borrower or $500,000.00 in the case of any Credit Party; (k) any of the Borrowers or any of their Restricted Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers or any of their Restricted Subsidiaries exceeds in the aggregate $50,000,000; (j) if any of the material Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersRequired Lenders (and not reinstated within thirty (30) days), or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the material Loan Documents shall be commenced by or on behalf of any of the Borrowers or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersCredit Parties, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the material Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereofthereof (and such action is not stayed or overturned within thirty (30) days); (kl) an ERISA Event occurs any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Credit Parties shall occur or any sale, transfer or other disposition of the assets of the Credit Parties shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (m) the failure of any Credit Party or its Subsidiaries to remediate within the time period permitted by applicable law or lawful governmental order (or within a reasonable time given the nature of the problem if no specific time period has been given) a material environmental matter with respect to a Hazardous Substances related to (i) Collateral Properties or (ii) any other Real Estate whose aggregate book values are in excess of Ten Million Dollars ($10,000,000) after all administrative hearings and appeals have been concluded or waived; (n) with respect to any Guaranteed Pension Plan or Multiemployer Plan which results or could Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability under Title IV of ERISA any of the Credit Parties to pay money to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess exceeding $1,000,000 and one of $50,000,000; or (iii) there is a failure of legal compliance the following shall apply with respect to any Canadian Plan or Foreign Plan and such failure results or could event: (x) such event in the circumstances occurring reasonably would be expected to result in accelerated liability in an aggregate amount in excess the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ivy) a Canadian Plan or a Foreign Plan is terminated and such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) trustee shall be enjoined, restrained or in any way prevented have been appointed by the order of any court United States District Court to administer such Plan; or any administrative or regulatory agency from conducting any material part of its business and (z) the PBGC shall have instituted proceedings to terminate such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect;Guaranteed Pension Plan; or (o) any Change of Control shall occur; then, and upon any such Event of Default, the Agent may, and upon the request of the Borrowers Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes, and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of their Restricted Subsidiaries which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §12.1(g), §12.1(h) or §12.1(i), all such amounts shall be indicted for a state become immediately due and payable automatically and without any requirement of presentment, demand, protest or federal crime, or other notice of any civil or criminal action shall otherwise have been brought against kind from any of the Borrowers Lenders or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Agent.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “DefaultDefaults”) shall occur: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter the Loans within five (5) days of Credit Fee, any Duration Fee, or any fees due under the Fee Letter, when date that the same shall become due and payable, any reimbursement obligations with respect to any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within five (5) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrowers or any of their Restricted Subsidiaries shall fail to comply with any of the covenants contained in §§9.1, 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 11[Reserved]; (d) any of the Borrowers Borrower or the other Credit Parties or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.1, §9.2, §9.3 or §9.4; (e) any of the Borrower or the other Credit Parties shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this §14.1) 12 or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30)-day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Agent’s original notice; provided that the foregoing cure provisions shall not pertain to any default consisting of a failure has been given to comply with §8.4, §8.7, or to any Default excluded from any provision of cure of defaults contained in any other of the Applicable Borrower by Loan Documents and with respect to any defaults under §8.1, §8.2, §8.3, §8.4, §8.7 or §8.8, the Administrative Agentthirty (30) day cure period described above shall be reduced to a period of ten (10) days and no additional cure period shall be provided with respect to such defaults; (ef) any material representation or warranty of any made by or on behalf of the Borrowers Credit Parties or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, Loan Request, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, any advance of a Loan, or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made; (f) any of made or repeated except to the Borrowers or any of their Restricted Subsidiaries shall fail to pay when due, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized Leases, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which extent it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder not reasonably expected to accelerate the maturity thereofhave a Material Adverse Effect; (g) Any (i) Borrower or other Credit Party defaults (after the expiration of any notice and cure or grace period) under any recourse Indebtedness in an aggregate amount equal to or greater than $5,000,000 or suffers a claim under non-recourse carve-out guaranty with respect to all uncured defaults at any time, or (ii) Borrower, Guarantor or any Subsidiary thereof defaults (after the expiration of any notice and cure or grace period) under any Non-Recourse Indebtedness in an aggregate amount equal to or greater than $20,000,000 with respect to all uncured defaults at any time; (h) any of the Borrowers and any of their Restricted Subsidiaries Borrower or other Credit Party, (other than Immaterial Restricted Subsidiariesi) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers for it or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers or any of their Restricted Subsidiaries its assets, (other than Immaterial Restricted Subsidiariesii) or shall commence any case or other proceeding relating to any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) it under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower or other Credit Party or any such substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of the Borrowers debt, dissolution or liquidation or similar law of any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) jurisdiction, now or hereafter in effect, and the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person shall indicate their its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within sixty ninety (6090) days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such a trustee, custodian, liquidator, administrator liquidator or receiver for any of the Borrower or other Credit Party or adjudicating any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers such Person in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether one or not consecutivemore uninsured or unbonded final judgments against REIT Guarantor or any Subsidiary that, either individually or in the aggregate, exceed in excess of $5,000,000.00 in any final judgment against calendar year; (l) any of the Borrowers or any of their Restricted Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers or any of their Restricted Subsidiaries exceeds in the aggregate $50,000,000; (j) if any of the material Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the material Loan Documents shall be commenced by or on behalf of any of the Borrowers or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersCredit Parties, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the material Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (km) an ERISA Event occurs REIT Guarantor ceases to be treated as a real estate investment trust under the Code in any taxable year or the common Equity Interests of the REIT Guarantor shall fail to be listed and traded on the New York Stock Exchange or another publicly recognized exchange; (n) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or could Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability under Title IV of ERISA any of the Credit Parties to pay money to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess exceeding $5,000,000 and one of $50,000,000; or (iii) there is a failure of legal compliance the following shall apply with respect to any Canadian Plan or Foreign Plan and such failure results or could event: (x) such event in the circumstances occurring reasonably would be expected to result in accelerated liability in an aggregate amount in excess the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ivy) a Canadian Plan or a Foreign Plan is terminated and such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) trustee shall be enjoined, restrained or in any way prevented have been appointed by the order of any court United States District Court to administer such Plan; or any administrative or regulatory agency from conducting any material part of its business and (z) the PBGC shall have instituted proceedings to terminate such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse EffectGuaranteed Pension Plan; (o) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers Borrower, the Guarantors or any of the Subsidiaries of Borrower shall occur or any sale, transfer or other disposition of the assets of any of the Borrower, the Guarantors or any of the Subsidiaries of Borrower shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (p) any of the Borrower, the Guarantors or any of their Restricted respective Subsidiaries or any shareholder, officer, director, partner or member of any of them shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of (i) any assets of such Borrower or such Restricted Subsidiary having a fair market value Person which in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 good faith judgment of the Securities Exchange Act of 1934Required Lenders could have a Material Adverse Effect, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; orCollateral; (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) Guarantor denies that it has any liability or security interests in obligation under the Collateral (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party Guaranty or any other Person contests Loan Document, or shall notify the Agent or any of the Lenders of such Guarantor’s intention to attempt to cancel or terminate any Guaranty or any other Loan Document, or shall fail to observe or comply with any term, covenant, condition or agreement under any Guaranty or any other Loan Document; (r) Less than two (2) of the following individuals continue to be employed by the REIT Guarantor or Borrower in senior management / principal positions: Xxxxxxx X. Xxxxxxxxx, Xxxxxxxxx X. Xxxxx, Xx., and Xxxxxx Xxxxxx (the “Key Man Test”); provided such occurrence shall not constitute an Event of Default if there is no Key Man or similar test in any manner other indebtedness of the validity REIT Guarantor and its Subsidiaries or enforceability in the organizational documents of the REIT Guarantor and its Subsidiaries; (i) the occurrence of an event of default (after the expiration of any provision notice and cure or grace period) under the KeyBank Revolver, or (ii) the repayment in full and termination of §7 the KeyBank Revolver; or (t) any Change of Control shall occur; then, and upon any such Event of Default, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes, and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any Collateral Document (includingkind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without limitationany requirement of presentment, the pledge demand, protest or other notice of any kind from any of the Voting Trust Certificates (Lenders or other ownership or profit interest in the Voting Trust))Agent.

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”) shall occur: (a) any the Borrower shall fail to pay any principal of its Loans or any Borrower shall fail to pay any Reimbursement Obligation portion of the Term Loan when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment); (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter portion of Credit Fee, any Duration Fee, the Term Loan or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan DocumentsDocuments or any fee letter (including, without limitation, amounts due under §8.16) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue continues for thirty three (303) days; (c) any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries shall fail to comply comply, or to cause the Trust to comply, as the case may be, with any of the respective covenants contained in the following: §8.1 (except with respect to principal, interest and other sums covered by clauses (a) or (b) above); §8.2; §§9.18.4 through §8.10, 9.5.1, the first sentence of inclusive; §9.6, 9.12, 9.14, 10 or 8.12; §8.13; §8.19; §8.20; §9 and §11; (d) any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.114) and such failure continues for thirty (30) days after written notice of such failure has been given to the Applicable Borrower by the Administrative Agentdays; (e) any representation or warranty of any made by or on behalf of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (f) any of the Borrowers Borrower, the Trust or any of its Subsidiaries or, to the extent of Recourse to the Borrower, the Trust or such Subsidiaries thereunder, any Partially-Owned Entity or other of their Restricted Subsidiaries respective Affiliates, shall fail to pay when due, or within any applicable period of grace, any obligation Consolidated Total Indebtedness which is in excess of the aggregate amount of (i) $50,000,0005,000,000, for borrowed money or credit received either individually or in respect of any Capitalized Leasesthe aggregate, if such Indebtedness is without Recourse and (ii) $1,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, or fail to observe or perform any material term, covenant covenant, condition or agreement contained in any agreement agreement, document or instrument by which it is boundbound evidencing, evidencing securing or securing borrowed money or credit received or in respect of any Capitalized Leases otherwise relating to such Consolidated Total Indebtedness for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder in excess of (i) $5,000,000, either individually or in the aggregate, if such Indebtedness is without Recourse and (ii) $1,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, to accelerate the maturity thereof; (g) any of the Borrowers and Borrower, the Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the properties or assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such parties or shall commence any case or other proceeding relating to any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries and (other than Immaterial Restricted Subsidiariesi) and any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of forty-five (6045) days following the filing thereofdays; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers Borrower, the Trust or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers their respective Subsidiaries in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment that is not fully insured against any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers or any of their Restricted Subsidiaries such parties exceeds in the aggregate $50,000,0001,000,000; (j) if any of the Loan Documents or any provision of any Loan Document shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof (other than the Guaranty, which may not be terminated without the prior consent of the Agent) or with the express prior written agreement, consent or approval of the LendersAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or any of their Restricted its Subsidiaries party thereto or the Trust or any of their respective stockholdersits Subsidiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; the Guaranty shall be terminated, revoked or rescinded; or the Agent shall at any time fail to have a perfected, first-priority security interest in the Project; (k) an ERISA any “Event occurs of Default” or default (after notice and expiration of any period of grace, to the extent provided), as defined or provided in any of the other Loan Documents, shall occur and be continuing; (l) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Agent shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA the Borrower or any of its Subsidiaries or the Trust or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $1,000,000 and such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Plan; or (iv) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) daysGuaranteed Pension Plan; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse EffectReserved; (n) there shall occur the lossfailure of Xxxxx X. Xxxxxxxxxx, suspension or revocation offor any reason, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any cease to retain the title of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any President of the Borrowers Trust and to perform the functions typically performed under such office and to be actively involved in strategic planning and decision-making for the Trust, unless within six (6) months after such failure, the board of directors or any board of their Restricted Subsidiaries shall be indicted for trustees has duly elected or appointed a state qualified substitute to replace such individual who is acceptable to the Agent in its sole discretion (as notified to the Borrower by the Agent in writing); or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture occurrence of any assets of such Borrower transaction in which any “person” or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons “group” (within the meaning of §13 or 14 Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, ) becomes the “beneficial owner” (as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest defined in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by under the Securities and Exchange Commission under said Act) Act of more than thirty-five percent (35%) 1934), directly or indirectly, of a sufficient number of voting rights applicable to the outstanding shares Trust ordinarily entitled to vote in the election of the Capital Stock of GWI that is common stockdirectors or trustees, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of empowering such period shall cease “person” or “group” to constitute elect a majority of the board of directors or board of GWItrustees of the Trust, who did not have such power before such transaction; or during any twelve-month period on or after the Closing Date, individuals who at the beginning of such period constituted the board of trustees of the Trust (together with any new Trustees whose election by the board of trustees or whose nomination for election by the shareholders of the Trust was approved by a vote of at least a majority of the members of the board of trustees then in office who either were members of the board of trustees at the beginning of such period or whose election or nomination for election was previously so approved) ceased for any reason to constitute a majority of the members of the board of trustees of the Trust then in office; (o) without limitation of the other provisions of this §14.1, (iiii) any of the Borrowers Trust shall at any time own directly fail to be the sole general partner of Whitestone OP or indirectly less than 100% shall at any time be in contravention of any of the shares requirements contained in the last paragraph of §9.2, (ii) Whitestone OP shall fail at any time to be the Capital Stock sole member of each of their Restricted SubsidiariesPima Norte, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iviii) the Borrower or the Trust shall at any time fail to be self-managed; (p) any event shall occur which would constitute a “Change Event of Control” Default under (and as defined in any other Indebtedness in excess of $100,000,000in) the Revolving Credit Agreement; or (q) any Guarantees (Disqualifying Environmental Event or Disqualifying Structural Event shall have occurred; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Lenders shall, declare all amounts owing with respect to this Agreement, the Notes and the other than a Guarantee Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by an Immaterial Restricted Subsidiarythe Borrower, the Trust and each of their respective Subsidiaries; provided that in the event of any Event of Default specified in §14.1(g) or security interests in 14.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from any of the Collateral (includingLenders or the Agent or action by the Lenders or the Agent. Without limitation of the foregoing, without limitationupon the occurrence of an Event of Default and/or the acceleration of the Loans or other enforcement action under any Loan Document, the Voting Trust Certificates Agent shall have the right to terminate the Management Agreement, effective on the date of such termination (or other ownership or profit interest in such later date as the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)Agent may elect).

Events of Default and Acceleration. Any If any of the following events shall constitute an (“Event Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”) shall occur: (a) any the Borrower shall fail to pay any principal of its any Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, the Loans or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan DocumentsDocuments or any fee letter (including, without limitation, amounts due under §8.16) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue continues for thirty three (303) days; (c) any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries shall fail to comply comply, or to cause the Trust to comply, as the case may be, with any of the respective covenants contained in the following: §8.1 (except with respect to principal, interest and other sums covered by clauses (a) or (b) above); §8.2; §§9.18.4 through §8.10, 9.5.1, the first sentence of inclusive; §9.6, 9.12, 9.14, 8.12; §8.13; §8.15; §8.19; §8.20; §9; §10 or and §11; (d) any of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.114) and such failure continues for thirty (30) days after written notice of such failure has been given to the Applicable Borrower by the Administrative Agentdays; (e) any representation or warranty of any made by or on behalf of the Borrowers Borrower, the Trust or any of their Restricted respective Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (f) any of the Borrowers Borrower, the Trust or any of its Subsidiaries or, to the extent of Recourse to the Borrower, the Trust or such Subsidiaries thereunder, any Partially-Owned Entity or other of their Restricted Subsidiaries respective Affiliates, shall fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, Indebtedness for borrowed money or credit received or in respect of any Capitalized Leases, which is in excess of (i) $25,000,000, either individually or in the aggregate, if such Indebtedness is Without Recourse and (ii) $5,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, or fail to observe or perform any material term, covenant covenant, condition or agreement contained in any agreement agreement, document or instrument by which it is boundbound evidencing, securing or otherwise relating to such Indebtedness or Recourse obligations, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder in excess of (i) $25,000,000, either individually or in the aggregate, if such Indebtedness is without Recourse and (ii) $5,000,000, either individually or in the aggregate, if such Indebtedness is Recourse, to accelerate the maturity thereof; (g) any of FPLP, the Borrowers and Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of FPLP, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the properties or assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such parties or shall commence any case or other proceeding relating to any of the Borrowers FPLP, the Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of FPLP, the Borrowers Trust or any of their Restricted respective Subsidiaries and (other than Immaterial Restricted Subsidiariesi) and any of FPLP, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of forty-five (6045) days following the filing thereofdays; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of FPLP, the Borrowers Trust or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of FPLP, the Borrowers Trust or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers their respective Subsidiaries in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any uninsured final judgment against any of FPLP, the Borrowers Trust or any of their Restricted respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers or any of their Restricted Subsidiaries such parties exceeds in the aggregate $50,000,0002,000,000; (j) if any of the Loan Documents or any material provision of any Loan Document shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or any of their Restricted its Subsidiaries party thereto or the Trust or any of their respective stockholdersits Subsidiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; (k) an ERISA any “Event occurs of Default” or default (after notice and expiration of any period of grace, to the extent provided, as defined or provided in any of the other Loan Documents, shall occur and be continuing; (l) with respect to a any Guaranteed Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA the Borrower or any of its Subsidiaries or the Trust or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $2,000,000 and such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Plan; or (iv) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) daysGuaranteed Pension Plan; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which subject to the Borrower’s ability to remove Real Estate Assets from the Unencumbered Pool in any such case causes, for more than thirty (30) consecutive daysaccordance with the provisions set forth below in this §14, the cessation or substantial curtailment of revenue producing activities at any facility failure of any Borrower or of the Real Estate Assets being included from time to time as part of the Unencumbered Pool to comply with any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effectthe conditions set forth in the definition of Eligible Unencumbered Properties; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets two of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) Xxxxxxx Xxxxxxxxx, for any person reason, to cease to retain the titles of President, Chief Executive Officer and Trustee of the Trust, or group (ii) Xxxxxxxx X. Xxxxx, for any reason, to cease to retain the titles of persons Executive Vice President and Chief Investment Officer, or (iii) Xxxxx X. Xxxx, for any reason, to cease to retain the titles of Senior Vice President and Chief Financial Officer, and in each case, to perform the functions typically performed under such respective offices and to be actively involved in strategic planning and decision-making for the Trust, unless within six (6) months after such failure, the Board of Directors or Board of Trustees has duly elected or appointed a qualified substitute to replace such individual who is acceptable to the Majority Lenders in their sole discretion (as notified to the Borrower by the Agent in writing); or the occurrence of any transaction in which any “person” or “group” (within the meaning of §13 or 14 Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), as amended) other than Xxxxxxxx X. Xxxxxxdirectly or indirectly, IIIof a sufficient number of shares of all classes of stock then outstanding of the Trust ordinarily entitled to vote in the election of directors, his interest in his father’s estate and any of his children empowering such “person” or grandchildren and any trust or other Person controlled by, and “group” to elect a majority of the beneficial ownership interest Board of which is owned by, any Directors or Board of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) Trustees of the outstanding shares of the Capital Stock of GWI that is common stockTrust, (ii) who did not have such power before such transaction; or during any twelve-month period of twelve consecutive calendar monthson or after the Closing Date, individuals who were directors of GWI on at the first day beginning of such period shall cease constituted the Board of Trustees of the Trust (together with any new directors whose election by the Board of Trustees or whose nomination for election by the shareholders of the Trust was approved by a vote of at least a majority of the members of the Board of Trustees then in office who either were members of the Board of Trustees at the beginning of such period or whose election or nomination for election was previously so approved) ceased for any reason to constitute a majority of the board of directors of GWI, (iii) any members of the Borrowers Board of Trustees of the Trust then in office; or (o) without limitation of the other provisions of this §14.1, the Trust shall at any time own directly fail to be the sole general partner of FPLP or indirectly less than 100% shall at any time be in contravention of any of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests requirements contained in the Collateral last paragraph of §9.2 hereof, or §9.3 (including, without limitation, the Voting Trust Certificates (last paragraph of §9.3); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Lenders shall, declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other ownership or profit interest notice of any kind, all of which are hereby expressly waived by the Borrower, the Trust and each of their respective Subsidiaries; provided that in the Voting Trust)event of any Event of Default specified in §14.1(g) or 14.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from any of the Lenders or the Agent or action by the Lenders or the Agent. Notwithstanding the foregoing provisions of this §14.1, in the event of a Default or Event of Default arising as a result of the inclusion of any Real Estate Asset in the Unencumbered Pool at any particular time after its execution of reference, if such Default or Event of Default is capable of being cured by the exclusion of such Real Estate Asset from the Unencumbered Pool in accordance with, and delivery subject to, §8.13 and from all other covenant calculations under §10 or otherwise, the Borrower shall be permitted a period not to exceed five (5) days to submit to the Agent (with copies to the Agent for each Lender) a compliance certificate in the form of Exhibit C hereto evidencing compliance with §2.1 and with all of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction covenants set forth in full §10 (with calculations evidencing such compliance after excluding from Adjusted Net Operating Income all of all the Obligations, ceases Adjusted Net Operating Income generated by the Real Estate Asset to be in full force excluded from the Unencumbered Pool) and effect (except in accordance with the terms of §16.11); or to create a valid Unencumbered Property Conditions, and perfected first priority Lien on the Collateral purported to be covered thereby (subject otherwise certifying that, after giving effect to the Liens permitted by §10.2) exclusion of such Real Estate Asset from the Unencumbered Pool, no Default or any Loan Party or any other Person contests in any manner the validity or enforceability Event of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Default will be continuing.

Events of Default and Acceleration. Any Each of the following events shall constitute an “Event of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at payable and in the stated date of maturity or any accelerated date of maturity or at any other date fixed for paymentcurrency required hereunder; (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, the Loans or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan DocumentsDocuments (including, without limitation, amounts due under §8.17) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure continues for three (3) days (provided that in the case of such sums due other than for interest, the Borrower shall continue for thirty (30) dayshave received from the Agent notice of the nature and amount of such other amounts and that payment therefor is due); (c) any of the Borrowers Borrower or any of their Restricted Subsidiaries BPI shall fail to comply comply, or to cause BPI to comply, as the case may be, with any of the respective covenants contained in §§the following: (i) 8.1 (except with respect to principal, interest and other sums covered by clauses (a) or (b) above); (ii) 8.5 (clauses (a) through (d)), unless such failure is cured within fifteen (15) Business Days; (iii) 8.6 (as to the legal existence of the Borrower); (iv) 8.7 (as to the legal existence and REIT status of BPI or as it otherwise relates to BPI); (v) 8.10, unless such failure is cured within three (3) Business Days; (vi) 8.12; (vii) 8.13; (viii) [Intentionally Deleted]; (ix) 9.1, 9.5.1, the first sentence of §; (x) 9.2; (xi) 9.3; (xii) 9.4; (xiii) 9.6, 9.12, 9.14, 10 or 11; (xiv) 9.7; and (xv) 10; (d) any of the Borrowers Borrower or any of their Restricted Subsidiaries BPI shall fail to perform perform, or to cause BPI to perform, any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.114) and such failure continues for thirty (30) days after written notice of such failure has been given from the Agent (such notice not, however, being required for any failure with respect to which the Applicable Borrower is otherwise obligated hereunder to notify the Agent or the Banks), provided, however, that if the Borrower is diligently and in good faith prosecuting a cure of any such failure or breach that is capable of being cured (all as determined by the Administrative Agent in its reasonable and good faith judgment), the Borrower shall be permitted an additional thirty (30) days (but in no event more than an aggregate of sixty (60) days after any such initial written notice from the Agent) to effect such cure; (e) any representation or warranty of any made by or on behalf of the Borrowers Borrower or any of their Restricted Subsidiaries BPI in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated and the same is not otherwise specified herein to be a Non-Material Breach; (f) any of the Borrowers Borrower or any of its Subsidiaries or, to the extent of Recourse to the Borrower or such Subsidiaries thereunder, any of their Restricted Subsidiaries respective Affiliates, shall fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized LeasesLeases (other than non-recourse obligations or credit), the recourse component of the principal amount of which is in excess of $50,000,000, either individually or in the aggregate, or fail to observe or perform any material term, covenant covenant, condition or agreement contained in any agreement agreement, document or instrument by which it is boundbound evidencing, securing or otherwise relating to such Recourse obligations, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder the recourse component of the principal amount of which is in excess of $50,000,000, either individually or in the aggregate, to accelerate the maturity thereof; provided, however that notwithstanding the foregoing, (i) no Event of Default shall occur pursuant to this subparagraph (f) unless and until the holder or holders of such Recourse Indebtedness have declared an event of default beyond any applicable notice and grace periods, if any, on in excess of $50,000,000 of such Recourse Indebtedness (determined on the basis of the principal amount of such Recourse Indebtedness) either individually or in the aggregate, and (ii) with respect solely to any such Recourse Indebtedness of a Subsidiary or Affiliate of the Borrower (not including any such Indebtedness which is Recourse to the Borrower), no Event of Default shall occur pursuant to this subparagraph (f) if, upon the occurrence of such event, the Borrower, promptly after obtaining knowledge of the same, notifies the Agent in writing of such event and includes with such notice a Compliance Certificate in the form of Exhibit C-3 evidencing to the satisfaction of the Agent that, as of the date thereof, the Borrower is in compliance with all of the covenants set xxxxx xx §00 after excluding such Subsidiary or Affiliate, and any Real Estate Asset owned by such Subsidiary or Affiliate, from the calculation of such covenants; (g) any of the Borrowers and BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the properties or assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such parties or shall commence any case or other proceeding relating to any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries and (other than Immaterial Restricted Subsidiariesi) and the Borrowers any of BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of ninety (6090) days following days, except, with respect solely to such parties other than BPLP and BPI, any of the filing thereofforegoing constitutes a Non-Material Breach; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers BPLP, BPI or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers their respective Subsidiaries in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted, except, with respect solely to such parties other than BPLP and BPI, any of the foregoing constitutes a Non-Material Breach; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any uninsured final judgment against any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers or any of their Restricted Subsidiaries such parties exceeds in the aggregate $50,000,00020,000,000 except, with respect solely to such parties other than BPLP and BPI, any of the foregoing constitutes a Non-Material Breach, and excluding in all events (x) judgments in respect of non-recourse loans secured by Real Estate Assets and (y) defaults in respect of borrowed money that would otherwise be included in §14.1(f); (j) if any of the Loan Documents or any material provision of any Loan Document shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersBPI, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; (k) an ERISA any “Event occurs of Default” or default (after notice and expiration of any period of grace, to the extent provided), as defined or provided in any of the other Loan Documents, shall occur and be continuing; (l) with respect to a any Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Required Banks shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA the Borrower or BPI to the PBGC or such Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $10,000,000 and such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Pension Plan; or (iii) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Pension Plan; or (iv) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days;Pension Plan; or (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any without limitation of the Borrowers or any other provisions of their Restricted Subsidiaries shall be indicted for a state or federal crimethis §14.1, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers BPI shall at any time own directly fail to be the sole general partner of BPLP or indirectly less than 100% shall at any time be in contravention of any of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described requirements contained in §8.17; 9.1(e), the last paragraph of §9.2, or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral §9.3 (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms last paragraph of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)9.3).

Events of Default and Acceleration. Any If any of the following events ("EVENTS OF DEFAULT") shall constitute an “Event of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”occur: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any Borrower of its Subsidiaries shall fail to pay (i) any interest on its the Loans, any Commitment Fee, any Letter of Credit Fee, any Duration FeeFees, or other sums due hereunder or under any fees due under of the Fee Letterother Loan Documents, when the same shall become within three (3) days of such sum becoming due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrowers or any of their Restricted Subsidiaries Borrower shall fail to comply with any of the its covenants contained in §§9.1Sections 8.5, 9.5.18.6.1, the first sentence of §9.68.12, 9.12, 9.14, 10 9 or 1110; (d) any of the Borrowers Borrower or any of their Restricted its Subsidiaries shall (i) fail to comply with the covenants contained in Section 8.4 for five (5) days, or (ii) fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.1Section 13.1 (including Section 13.1(a) and (b))) for thirty twenty (3020) days after written notice of such failure has been given to the Applicable Borrower by the Administrative Agent; (e) any representation or warranty of any of the Borrowers Borrower or any of their Restricted its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this 81 Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated; (f) any of the Borrowers Borrower or any of their Restricted its Subsidiaries (other than the SPVs) shall (i)(A) fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money (including the obligations of the Borrower and its Subsidiaries, as the case may be, under the Senior Note Indenture or the Sale-Leaseback Transaction but excluding (subject to clause (i)(B) hereof) the FFCA Mortgage Financing Documents), credit received or in respect of any Capitalized LeasesLeases which obligation exceeds $1,000,000, or (B) fail to observe or perform any material term, covenant or agreement contained in the FFCA Master Leases or the FFCA Amended and Restated Master Lease, or (ii) fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money (including the Senior Note Indenture and the Sale-Leaseback Transaction Documents but excluding the FFCA Mortgage Financing Documents) or credit received or in respect of any Capitalized Leases which obligation exceeds $1,000,000 for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereofthereof or to require the Borrower, to prepay, redeem or repurchase such obligations in whole or in part or offer to prepay, redeem or repurchase such obligations in whole or in part; (g) the Borrower or any of the Borrowers and any of their Restricted its Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers Borrower or any of their Restricted its Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the assets of any of the Borrowers Borrower or any of their Restricted its Subsidiaries (other than Immaterial Restricted Subsidiaries) or shall commence any case or other proceeding relating to any of the Borrowers Borrower or any of their Restricted its Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers Borrower or any of their Restricted its Subsidiaries (other than Immaterial Restricted Subsidiaries) and the Borrowers Borrower or any of their Restricted its Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within sixty (60) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of the Borrowers Borrower or any of their Restricted its Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrowers or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers Borrower in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, days any final judgment against any of the Borrowers Borrower or any of their Restricted its Subsidiaries that, with other outstanding final judgments, undischarged, against any of the Borrowers Borrower or any of their Restricted its Subsidiaries exceeds in the aggregate (exclusive of any amounts fully covered by insurance (less any applicable deductible)) $50,000,0001,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded or the Administrative Agent's security interests, mortgages or liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or pursuant to any transaction permitted hereunder or with the express prior written agreement, consent or approval of the Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or any of their Restricted its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any termination liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $1,000,000, or the Borrower or any ERISA Event Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $100,000, or any of the following occurs with respect to a Guaranteed Pension Plan Plan: (i) an ERISA Reportable Event, or Multiemployer Plan which results a failure to make a required installment or other payment (within the meaning of Section 302(f)(1) of ERISA), PROVIDED that such event (A) could reasonably be expected to result in liability under Title IV of ERISA the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount exceeding $100,000 and (B) could reasonably be expected to constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in excess favor of $50,000,000such Guaranteed Pension Plan; or (ii) GWI or any ERISA Affiliate fails the appointment by a United States District Court of a trustee to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $50,000,000administer such Guaranteed Pension Plan; or (iii) there is a failure the institution by the PBGC of legal compliance with respect proceedings to any Canadian Plan or Foreign Plan and terminate such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; or (iv) a Canadian Plan or a Foreign Plan is terminated and such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Guaranteed Pension Plan; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, or any eviction of the Borrower from any Units, which in any such case causes, for more than thirty fifteen (3015) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any the Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and which would have a Material Adverse Effect; (nm) there a Change of Control shall occur the lossoccur; then, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any of the Borrowers or any of their Restricted Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which and in any such case could include event, so long as the forfeiture same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Revolving Credit Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934kind, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest all of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated are hereby expressly waived by the Securities and Exchange Commission under said Act) Borrower; PROVIDED that in the event of more than thirty-five percent (35%) any Event of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers shall at any time own directly or indirectly less than 100% of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described Default specified in §8.17; or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted SubsidiarySection Section 13.1(g) or security interests in the Collateral (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)13.1(h), at all such amounts shall become immediately due and payable automatically and without any time after its execution and delivery requirement of notice from the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) Administrative Agent or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust))Lender.

Events of Default and Acceleration. Any Each of the following events shall constitute an “Event of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”: (a) any the Borrower shall fail to pay any principal of its the Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) any the Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, any Duration Fee, the Loans or any fees due under the Fee Letter, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan DocumentsDocuments (including, without limitation, amounts due under §8.17) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure continues for three (3) days (provided that in the case of such sums due other than for interest, the Borrower shall continue for thirty (30) dayshave received from the Agent notice of the nature and amount of such other amounts and that payment therefor is due); (c) any of the Borrowers Borrower or any of their Restricted Subsidiaries BPI shall fail to comply comply, or to cause BPI to comply, as the case may be, with any of the respective covenants contained in §§the following: (i) 8.1 (except with respect to principal, interest and other sums covered by clauses (a) or (b) above); (ii) 8.5 (clauses (a) through (d)), unless such failure is cured within fifteen (15) Business Days; (iii) 8.6 (as to the legal existence of Borrower); (iv) 8.7 (as to the legal existence and REIT status of BPI or as it otherwise relates to BPI); (v) 8.10, unless such failure is cured within three (3) Business Days; (vi) 8.12; (vii) [Intentionally Deleted]; (viii) 8.14; (ix) 9.1, 9.5.1, the first sentence of §; (x) 9.2; (xi) 9.3; (xii) 9.4; (xiii) 9.6, 9.12, 9.14, 10 or 11; and (xiv) 10; (d) any of the Borrowers Borrower or any of their Restricted Subsidiaries BPI shall fail to perform perform, or to cause BPI to perform, any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this §14.114) and such failure continues for thirty (30) days after written notice of such failure has been given from the Agent (such notice not, however, being required for any failure with respect to which the Applicable Borrower is otherwise obligated hereunder to notify the Agent or the Banks), provided, however, that if the Borrower is diligently and in good faith prosecuting a cure of any such failure or breach that is capable of being cured (all as determined by the Administrative Agent in its reasonable and good faith judgment), the Borrower shall be permitted an additional thirty (30) days (but in no event more than an aggregate of sixty (60) days after any such initial written notice from the Agent) to effect such cure; (e) any representation or warranty of any made by or on behalf of the Borrowers Borrower or any of their Restricted Subsidiaries BPI in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been mademade or repeated and the same is not otherwise specified herein to be a Non-Material Breach; (f) any of the Borrowers Borrower or any of its Subsidiaries or, to the extent of Recourse to the Borrower or such Subsidiaries thereunder, any of their Restricted Subsidiaries respective Affiliates, shall fail to pay when dueat maturity, or within any applicable period of grace, any obligation in excess of the aggregate amount of $50,000,000, for borrowed money or credit received or in respect of any Capitalized LeasesLeases (other than non-recourse obligations or credit), the recourse component of the principal amount of which is in excess of $50,000,000, either individually or in the aggregate, or fail to observe or perform any material term, covenant covenant, condition or agreement contained in any agreement agreement, document or instrument by which it is boundbound evidencing, securing or otherwise relating to such Recourse obligations, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder the recourse component of the principal amount of which is in excess of $50,000,000, either individually or in the aggregate, to accelerate the maturity thereof; provided, however that notwithstanding the foregoing, (i) no Event of Default shall occur pursuant to this subparagraph (f) unless and until the holder or holders of such Recourse Indebtedness have declared an event of default beyond any applicable notice and grace periods, if any, on in excess of $50,000,000 of such Recourse Indebtedness (determined on the basis of the principal amount of such Recourse Indebtedness) either individually or in the aggregate, and (ii) with respect solely to any such Recourse Indebtedness of a Subsidiary or Affiliate of the Borrower (not including any such Indebtedness which is Recourse to the Borrower), no Event of Default shall occur pursuant to this subparagraph (f) if, upon the occurrence of such event, the Borrower, promptly after obtaining knowledge of the same, notifies the Agent in writing of such event and includes with such notice a Compliance Certificate in the form of Exhibit C-6 evidencing to the satisfaction of the Agent that, as of the date thereof, the Borrower is in compliance with all of the covenants set xxxxx xx §00 after excluding such Subsidiary or Affiliate, and any Real Estate Asset owned by such Subsidiary or Affiliate, from the calculation of such covenants; (g) any of the Borrowers and BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, administrator liquidator or receiver of any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) or of any substantial part of the properties or assets of any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) such parties or shall commence any case or other proceeding relating to any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) under any Debtor Relief Lawbankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries and (other than Immaterial Restricted Subsidiariesi) and the Borrowers any of BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) shall indicate their its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within sixty continue undismissed, or unstayed and in effect, for a period of ninety (6090) days following days, except, with respect solely to such parties other than BPLP and BPI, any of the filing thereofforegoing constitutes a Non-Material Breach; (h) a decree or order is entered appointing any such trustee, custodian, liquidator, administrator liquidator or receiver or adjudicating any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries (other than Immaterial Restricted Subsidiaries) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrowers BPLP, BPI or any Restricted Subsidiary (other than Immaterial Restricted Subsidiaries) of the Borrowers their respective Subsidiaries in an involuntary case under any Debtor Relief Law federal bankruptcy laws as now or hereafter constituted, except, with respect solely to such parties other than BPLP and BPI, any of the foregoing constitutes a Non-Material Breach; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any uninsured final judgment against any of the Borrowers BPLP, BPI or any of their Restricted respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any of the Borrowers or any of their Restricted Subsidiaries such parties exceeds in the aggregate $50,000,00020,000,000, except, with respect solely to such parties other than BPLP and BPI, any of the foregoing constitutes a Non-Material Breach; (j) if any of the Loan Documents or any material provision of any Loan Document shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the LendersAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers Borrower or any of their Restricted Subsidiaries party thereto or any of their respective stockholdersBPI, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; (k) an ERISA any “Event occurs of Default” or default (after notice and expiration of any period of grace, to the extent provided), as defined or provided in any of the other Loan Documents, shall occur and be continuing; (l) with respect to a any Pension Plan or Multiemployer Plan which results or Plan, an ERISA Reportable Event shall have occurred and the Required Banks shall have determined in their reasonable discretion that such event reasonably could reasonably be expected to result in liability under Title IV of ERISA the Borrower or BPI to the PBGC or such Pension Plan, the Multiemployer Plan and/or the PBGC in an aggregate amount in excess of $50,000,000; or (ii) GWI or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under §4201 of ERISA under a Multiemployer Plan in an aggregate amount exceeding $10,000,000 and such event in excess the circumstances occurring reasonably could constitute grounds for the termination of $50,000,000such Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Pension Plan; or (iii) there is a failure of legal compliance with respect trustee shall have been appointed by the United States District Court to any Canadian Plan or Foreign Plan and administer such failure results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000Pension Plan; or (iv) a Canadian Plan or a Foreign Plan is terminated and the PBGC shall have instituted proceedings to terminate such termination results or could reasonably be expected to result in accelerated liability in an aggregate amount in excess of $50,000,000; (l) any of the Borrowers or any of their Restricted Subsidiaries (other than Immaterial Restricted Subsidiaries) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days;Pension Plan; or (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than thirty (30) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of any Borrower or any of its Restricted Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Restricted Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) any without limitation of the Borrowers or any other provisions of their Restricted Subsidiaries shall be indicted for a state or federal crimethis §14.1, or any civil or criminal action shall otherwise have been brought against any of the Borrowers or any of their Restricted Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such Borrower or such Restricted Subsidiary having a fair market value in excess of $50,000,000; (p) (i) any person or group of persons (within the meaning of §13 or 14 of the Securities Exchange Act of 1934, as amended) other than Xxxxxxxx X. Xxxxxx, III, his interest in his father’s estate and any of his children or grandchildren and any trust or other Person controlled by, and a majority of the beneficial ownership interest of which is owned by, any of such individuals, singly or jointly, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of more than thirty-five percent (35%) of the outstanding shares of the Capital Stock of GWI that is common stock, (ii) during any period of twelve consecutive calendar months, individuals who were directors of GWI on the first day of such period shall cease to constitute a majority of the board of directors of GWI, (iii) any of the Borrowers BPI shall at any time own directly fail to be the sole general partner of BPLP or indirectly less than 100% shall at any time be in contravention of any of the shares of the Capital Stock of each of their Restricted Subsidiaries, as adjusted pursuant to any stock split, stock dividend or recapitalization or reclassification of the capital of such Person, except as otherwise consented to by the Applicable Lenders pursuant to §10.5.2, and except as otherwise described requirements contained in §8.17; 9.1(e), the last paragraph of §9.2, or (iv) any event shall occur which would constitute a “Change of Control” as defined in any other Indebtedness in excess of $100,000,000; or (q) any Guarantees (other than a Guarantee by an Immaterial Restricted Subsidiary) or security interests in the Collateral §9.3 (including, without limitation, the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)), at any time after its execution and delivery of the Loan Documents for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect (except in accordance with the terms last paragraph of §16.11); or to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (subject to the Liens permitted by §10.2) or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of §7 or of any Collateral Document (including, without limitation, the pledge of the Voting Trust Certificates (or other ownership or profit interest in the Voting Trust)9.3).