Common use of Loan Default Events Clause in Contracts

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure of the Borrower to pay any Loan Repayment when and as the same shall become due and payable pursuant to Section 4.02(a) hereof; (b) failure of the Borrower to pay any amounts payable hereunder, other than Loan Repayments, when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time; (c) failure of the Borrower to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, other than a covenant described in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee, with the written approval of the Bank, shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected; or (d) existence of an Event of Default under and as defined in Sections 7.01(a) through (e) of the Indenture. The provisions of subsection (c) of this Section are subject to the limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) above.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure Failure of the Borrower Company to pay make any Loan Repayment Payment required by Section 4.2(a) hereof when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower Company to pay make any amounts payable hereunder, other than Loan Repayments, Purchase Price Payment required by Section 4.2(b) hereof when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;; or (c) failure Failure of the Borrower Company to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement other than a covenant described as provided in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 60 days after written notice by the Authority or the Trustee delivered to the Borrower Company and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given remedied (including by redemption of all or a portion of the Issuer or the TrusteeBonds), unless the Issuer Authority and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected; or; (d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; (e) Existence of an Event of Default under the Indenture; (f) Existence of an Event of Default under the Guaranty; (g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in Sections 7.01(a) through (e) the Senior Credit Facility, but only if such default has resulted in the acceleration of the Indenture. The provisions obligations owed under the Senior Credit Facility prior to their final stated maturities and provided that, in the event that such acceleration has been rescinded, such Event of subsection (c) of this Section are subject to the limitation that the Borrower shall not Default hereunder will be deemed in default if cured for all purposes and so of no further effect; or (h) So long as the Borrower Bonds are in the Term Interest Rate Period and no Letter of Credit is unable to carry out in effect, and the Company shall have been deemed discharged from its agreements hereunder by reason of strikes, lockouts or obligations (other industrial disturbances; acts of public enemies; orders of than any kind indemnification and other obligations which survive the termination of the government of Senior Credit Facility) with respect to the United States Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or of the State or instrument governing any of their departmentsbond, agenciesnote, or officialsCapital Lease, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control indebtedness for borrowed money of the Borrower; it being agreed that Company in the settlement principal amount of strikes$10 million or more (collectively, lockouts the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course isprovided that, in the judgment event that such acceleration has been rescinded, such Event of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) Default hereunder will be deemed cured for all purposes and of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) aboveno further effect.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure Failure of the Borrower to pay make any Loan Repayment Payment required by Section 4.2(a) hereof or under the First Mortgage Bonds when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower to pay make any amounts payable hereunder, other than Loan Repayments, Purchase Price Payment required by Section 4.2(b) hereof when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;; or (c) failure If any representation or warranty made herein or in any other Loan Document or in any material report, certificate, financial statement or other instrument furnished in connection with this Loan Agreement shall prove to be false or misleading in any material respect when made; or (d) Failure of the Borrower to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Loan Agreement (other than a covenant described (i) agreements contained in subsection Section 5.9 hereof, or (ii) as provided in clause (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (kabove), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 days after written notice delivered by the Authority or the Trustee to the Borrower and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer Authority and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued in good faith until the default is corrected; or (de) The dissolution or liquidation of the Borrower or the filing by the Borrower of a voluntary petition in bankruptcy, or failure by the Borrower promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will impair the Borrower’s ability 2716988.7 to carry on its obligations hereunder, or the entry of any order or decree granting relief in any involuntary case commenced against the Borrower under any present or future federal bankruptcy act or any similar federal or state law, or a petition for such an order or decree shall be filed in any court and such petition shall not be discharged or denied within 90 days after the filing thereof, or if the Borrower shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Borrower shall be appointed in any proceeding brought against the Borrower and shall not be discharged within 90 days after such appointment or if the Borrower shall consent to or acquiesce in such appointment, or assignment by the Borrower for the benefit of its creditors, or the entry by the Borrower into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Borrower under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Borrower shall remain undismissed (subject to no further appeal) for a period of 90 days; provided, the term “dissolution or liquidation of the Borrower,” as used in this subsection, shall not be construed to include the cessation of the existence of the Borrower resulting either from a merger or consolidation of the Borrower into or with another entity or a dissolution or liquidation of the Borrower following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; or (f) the occurrence of an "event of default" under the Mortgage Indenture other than an event of default resulting from a default in the payment of any installment of the principal or interest on the First Mortgage Bonds on the date when due, and the acceleration of the First Mortgage Bonds as a result of such "event of default"; or (g) The existence of an “Event of Default under and Default” (as defined in Sections 7.01(atherein) through (e) of under the Indenture. The provisions of subsection (c) of this Section are subject to the limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) above.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure Failure of the Borrower Company to pay make any Loan Repayment Payment required by Section 4.2(a) hereof or under the Note when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower Company to pay make any amounts payable hereunder, other than Loan Repayments, Purchase Price Payment required by Section 4.2(b) hereof or under the Note when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;; or (c) failure Failure of the Borrower Company to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement or under the Note other than a covenant described as provided in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 60 days after written notice by the Issuer or the Trustee delivered to the Borrower Company and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given remedied (including by redemption of all or a portion of the Issuer or the TrusteeBonds), unless the Issuer and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected; or (d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; or (e) Existence of an Event of Default under the Indenture; or (f) Existence of an Event of Default under the Guaranty; or (g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in Sections 7.01(a) through (e) the Senior Credit Facility, but only if such default has resulted in the acceleration of the Indenture. The provisions obligations owed under the Senior Credit Facility prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of subsection (c) of this Section are subject to the limitation that the Borrower shall not Default hereunder will be deemed in default if cured for all purposes and so of no further effect; or (h) So long as the Borrower Bonds are in the Term Interest Rate Period and no Letter of Credit is unable to carry out in effect, and the Company shall have been deemed discharged from its agreements hereunder by reason of strikes, lockouts or obligations (other industrial disturbances; acts of public enemies; orders of than any kind indemnification and other obligations which survive the termination of the government of Senior Credit Facility) with respect to the United States Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or of the State or instrument governing any of their departmentsbond, agenciesnote, or officialsCapital Lease, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control indebtedness for borrowed money of the Borrower; it being agreed that Company in the settlement principal amount of strikes$10 million or more (collectively, lockouts the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course isprovided that, in the judgment event that such acceleration has been rescinded, such Event of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) Default hereunder will be deemed cured for all purposes and of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) aboveno further effect.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure Failure of the Borrower Company to pay make any Loan Repayment Payment required by Section 4.2(a) hereof when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower Company to pay make any amounts payable hereunderPurchase Price Payment or any Change of Control Payment required by Section 4.2(b) or Section 4.2(c) hereof, other than Loan Repaymentsrespectively, when due; or (c) except as permitted by this Agreement, any Guaranty of any Guarantor, shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and as the same shall become due, which failure continues effect and enforceable in accordance with its terms for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such timedays; (cd) failure Failure of the Borrower Company or any Guarantor to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement (other than a covenant described as provided in subsection clause (a) or subsection ), (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a(c) through (kabove), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 thirty (30) calendar days after written notice by the Issuer or the Trustee delivered to the Borrower Company and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, and if at the Issuer end of the thirty (30) calendar day period the Company is endeavoring in good faith and proceeding diligently to correct the Trustee will not unreasonably withhold their consent to an extension of default, such time if corrective action is instituted within such thirty (30) calendar day period and diligently pursued shall be extended until the default is corrected; or (de) existence (i) the Company or any Subsidiary, pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an Event of Default under and as defined order for relief against it in Sections 7.01(aan involuntary case, (C) through (e) of the Indenture. The provisions of subsection (c) of this Section are subject consents to the limitation that appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out benefit of its agreements hereunder by reason of strikescreditors, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event or (whether similar or dissimilar to the foregoingE) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank generally is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) above.paying its debts as they become due; or

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure Failure of the Borrower to pay make any Loan Repayment Payment required by Section 4.2(a) hereof or under the Note when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower to pay make any amounts payable hereunder, other than Loan Repayments, Purchase Price Payment required by Section 4.2(b) hereof or under the Note when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;; or (c) failure Failure of the Borrower to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement or under the Note (other than a covenant described (i) agreements contained in subsection Section 5.13 hereof, or (ii) as provided in clause (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (kabove), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 days after written notice delivered by the Issuer or the Trustee to the Borrower and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued in good faith until the default is corrected; or (d) The dissolution or liquidation of the Borrower or the filing by the Borrower of a voluntary petition in bankruptcy, or failure by the Borrower promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will impair the Borrower’s ability to carry on its obligations hereunder, or the entry of any order or decree granting relief in any involuntary case commenced against the Borrower under any present or future federal bankruptcy act or any similar federal or state law, or a petition for such an order or decree shall be filed in any court and such petition shall not be discharged or denied within ninety days after the filing thereof, or if the Borrower shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Borrower shall be appointed in any proceeding brought against the Borrower and shall not be discharged within ninety days after such appointment or if the Borrower shall consent to or acquiesce in such appointment, or assignment by the Borrower for the benefit of its creditors, or the entry by the Borrower into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Borrower under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Borrower shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Borrower,” as used in this subsection, shall not be construed to include the cessation of the existence of the Borrower resulting either from a merger or consolidation of the Borrower into or with another entity or a dissolution or liquidation of the Borrower following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; or (e) The existence of an “Event of Default under and Default” (as respectively defined in Sections 7.01(atherein) through (e) of the Indenture. The provisions of subsection (c) of this Section are subject to the limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, Indenture or the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) aboveGuaranty.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure Failure of the Borrower Company to pay make any Loan Repayment Payment required by Section 4.2(a) hereof when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower Company to pay make any amounts payable hereunderPurchase Price Payment or any Change of Control Payment required by Section 4.2(b) or Section 4.2(c) hereof, other than Loan Repaymentsrespectively, when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;; or (c) failure Failure of the Borrower Company to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement (other than a covenant described as provided in subsection clause (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (kabove), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 thirty (30) calendar days after written notice by the Issuer or the Trustee delivered to the Borrower Company and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period and if at the end of such thirty (30) calendar day period, the Issuer Company is endeavoring in good faith and proceeding diligently to correct the Trustee will not unreasonably withhold their consent to an extension of default, such time if corrective action is instituted within such thirty (30) calendar day period and diligently pursued shall be extended until the default is corrected; or (d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will impair the Company’s ability to carry on its obligations hereunder, or the entry of any order or decree granting relief in any involuntary case commenced against the Company under any present or future federal bankruptcy act or any similar federal or state law, or a petition for such an order or decree shall be filed in any court and such petition or decree shall not be discharged or denied within ninety (90) calendar days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety (90) calendar days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety (90) calendar days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; or (e) An “Event of Default Default” (as respectively defined therein) under the Indenture or the Guaranty occurs and is continuing; or (f) So long as any of the Bonds are in a Term Interest Rate Period and no Letter of Credit is in effect, if (I) an event of default has occurred and is continuing, under and as defined in Sections 7.01(aeither, (A) through the Corporate Note Indenture, as amended, restated or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing or otherwise restructuring (eincluding increasing the amount of other indebtedness outstanding or available to be borrowed thereunder) all or any portion of indebtedness under such agreement, and any successor or replacement agreement (the “Note Indenture”) or (B) any other senior unsecured indebtedness of the Indenture. The provisions Company as may exist from time to time in a principal amount of subsection $50 million or more (c“Other Senior Debt”), and (II) any such event of this Section are subject to default under the limitation that Note Indenture or Other Senior Debt has resulted in the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind acceleration of the government of the United States or of the State or any of obligations owed under such facility prior to their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government respective final stated maturities and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course isprovided that, in the judgment of the Borrowerevent that such acceleration has been rescinded, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any such Loan Default Event described in subsections (a), (b), or (c) abovehereunder will be deemed cured for all purposes and of no further effect.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure of the Borrower to pay any Loan Repayment when and as the same shall become due and payable pursuant to Section 4.02(a) hereof; (b) failure of the Borrower to pay any amounts payable hereunder, other than Loan Repayments, when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer Authority or the Trustee, unless the Issuer Authority and the Trustee shall agree in writing to an extension of such time; (c) failure of the Borrower to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, other than a covenant described in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and Section 5.12 hereof, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer Authority or the Trustee, unless the Issuer Authority and the Trustee, with the written approval of the Bank, shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected; or (d) existence of an Event of Default under and as defined in Sections 7.01(a) through (e) of the Indenture. The provisions of subsection (c) of this Section are subject to the limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) above.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure Failure of the Borrower Company to pay make any Loan Repayment Payment required by Section 4.2(a) hereof or under the Note when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower Company to pay make any amounts payable hereunder, other than Loan Repayments, Purchase Price Payment required by Section 4.2(b) hereof or under the Note when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;; or (c) failure Failure of the Borrower Company to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement or under the Note other than a covenant described as provided in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 60 days after written notice by the Issuer or the Trustee delivered to the Borrower Company and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given remedied (including by redemption of all or a portion of the Issuer or the TrusteeBonds), unless the Issuer and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if if, as shall be set forth in one or more certificates of the Company delivered to the Issuer and the Trustee, corrective action is instituted within such period and diligently pursued until the default is corrected; or (d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; or (e) Existence of an Event of Default under the Indenture; or (f) Existence of an Event of Default under the Guaranty; or (g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in Sections 7.01(a) through (e) the Senior Credit Facility, but only if such default has resulted in the acceleration of the Indenture. The provisions obligations owed under the Senior Credit Facility prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of subsection (c) of this Section are subject to the limitation that the Borrower shall not Default hereunder will be deemed in default if cured for all purposes and so of no further effect; or (h) So long as the Borrower Bonds are in the Term Interest Rate Period and no Letter of Credit is unable to carry out in effect, and the Company shall have been deemed discharged from its agreements hereunder by reason of strikes, lockouts or obligations (other industrial disturbances; acts of public enemies; orders of than any kind indemnification and other obligations which survive the termination of the government of Senior Credit Facility) with respect to the United States Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or of the State or instrument governing any of their departmentsbond, agenciesnote, or officialsFinance Lease, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control indebtedness for borrowed money of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course isCompany, in the judgment principal amount of $30 million or more (collectively, the Borrower“Indebtedness”), unfavorable to the Borrower. This limitation shall not apply but only if such default with respect to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement such Indebtedness has resulted in the case acceleration of any Loan such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default Event described in subsections (a), (b), or (c) abovehereunder will be deemed cured for all purposes and of no further effect.

Loan Default Events. Any one of the following which occurs and continues shall constitute a “Loan Default Event:” (a) failure Failure of the Borrower to pay make any Loan Repayment Payment required by Section 4.2(a) hereof when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower to pay make any amounts payable hereunder, other than Loan Repayments, Purchase Price Payment required by Section 4.2(d) hereof when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;; or (c) failure Failure of the Borrower to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement (other than a covenant described as provided in subsection clause (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (kabove), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 days after written notice by the Issuer or the Trustee delivered to the Borrower and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued in good faith until the default is corrected; or (d) The dissolution or liquidation of the Borrower or the filing by the Borrower of a voluntary petition in bankruptcy, or failure by the Borrower promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will impair the Borrower’s ability to carry on its obligations hereunder, or the entry of any order or decree granting relief in any involuntary case commenced against the Borrower under any present or future federal bankruptcy act or any similar federal or state law, or a petition for such an order or decree shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Borrower shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Borrower shall be appointed in any proceeding brought against the Borrower and shall not be discharged within ninety days after such appointment or if the Borrower shall consent to or acquiesce in such appointment, or assignment by the Borrower for the benefit of its creditors, or the entry by the Borrower into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Borrower under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Borrower shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Borrower,” as used in this subsection, shall not be construed to include the cessation of the existence of the Borrower resulting either from a merger or consolidation of the Borrower into or with another entity or a dissolution or liquidation of the Borrower following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; or (e) The existence of an “Event of Default under and Default” (as defined in Sections 7.01(atherein) through (e) of under the Indenture. The provisions of subsection (c) of this Section are subject to the limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) above.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure Failure of the Borrower Company to pay make any Loan Repayment Payment required by Section 4.2(a) hereof when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower Company to pay make any amounts payable hereunderPurchase Price Payment or any Change of Control Payment required by Section 4.2(b) or Section 4.2(c) hereof, other than Loan Repaymentsrespectively, when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;; or (c) failure Failure of the Borrower Company to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement (other than a covenant described as provided in subsection clause (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (kabove), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 thirty (30) calendar days after written notice by the Issuer or the Trustee delivered to the Borrower Company and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, and if at the Issuer end of the thirty (30) calendar day period the Company is endeavoring in good faith and proceeding diligently to correct the Trustee will not unreasonably withhold their consent to an extension of default, such time if corrective action is instituted within such thirty (30) calendar day period and diligently pursued shall be extended until the default is corrected; or (d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will impair the Company’s ability to carry on its obligations hereunder, or the entry of any order or decree granting relief in any involuntary case commenced against the Company under any present or future federal bankruptcy act or any similar federal or state law, or a petition for such an order or decree shall be filed in any court and such petition or decree shall not be discharged or denied within ninety (90) calendar days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety (90) calendar days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety (90) calendar days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; or (e) An “Event of Default Default” (as respectively defined therein) under the Indenture or the Guaranty occurs and is continuing. (f) So long as any of the Bonds are in a Term Interest Rate Period and no Letter of Credit is in effect, if (I) an event of default has occurred and is continuing under, and as defined in Sections 7.01(aeither (A) through the Corporate Note Indenture, as amended, restated or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing or otherwise restructuring (eincluding increasing the amount of other indebtedness outstanding or available to be borrowed thereunder) all or any portion of indebtedness under such agreement, and any successor or replacement agreement (the “Note Indenture”) or (B) any other senior unsecured indebtedness of the Indenture. The provisions Company as may exist from time to time in a principal amount of subsection $50 million or more (c“Other Senior Debt”), and (II) any such event of this Section are subject to default under the limitation that Note Indenture or Other Senior Debt has resulted in the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind acceleration of the government of the United States or of the State or any of obligations owed under such facility prior to their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government respective final stated maturities and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course isprovided that, in the judgment of the Borrowerevent that such acceleration has been rescinded, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any such Loan Default Event described in subsections (a), (b), or (c) abovehereunder will be deemed cured for all purposes and of no further effect.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure of the Borrower to pay make any Loan Repayment payment required by Section 4.2(a) hereof when and as due, unless such payment is paid by the same shall become due and payable pursuant Guarantor prior to Section 4.02(a) hereof;the time payment is due; or (b) failure of the Borrower to pay any amounts payable hereunder, other than Loan Repayments, when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time; (c) failure of the Borrower to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, other than a covenant described as provided in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereofthis Section, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, Guarantor by the Authority or the Trustee and which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer Authority and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected, provided the Borrower provides the Authority and the Trustee with a certification that such default is such that it can be corrected but not within the applicable period and that corrective action capable of remedying such default has been instituted and is being diligently pursued and will be diligently pursued until the default is corrected; or (dc) existence of an Event of Default under and as defined in Sections Section 7.01(a), (b), (c) through or (e) of the Indenture; or (d) any representation or warranty of the Borrower set forth in Section 2.3 of this Agreement at the time made or deemed made is false in any material respect; or (e) any event of default under the Guaranty; or (f) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in (i) the ABL Credit Agreement, (ii) the Term Loan Credit Agreement, (iii) the Senior Notes Indenture or (iv) the Senior Secured Notes Indenture, but only if such default has resulted in the acceleration of the obligations owed under any such instrument prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect; or (g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Borrower shall have been deemed discharged from its with respect to (i) the ABL Credit Agreement, (ii) the Term Loan Credit Agreement, (iii) the Senior Notes Indenture or (iv) the Senior Secured Notes Indenture (other than any indemnification and other obligations which survive the termination any such instrument), a default under, and as defined in, any indenture, agreement or instrument governing any Indebtedness in the principal amount of $50,000,000, but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default hereunder will be deemed cured for all purposes and of no further effect. The provisions of subsection (cb) of this Section are subject to the limitation that the Borrower shall not be deemed in default if if, and so long as as, the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or the State of Delaware or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; wars; acts of terrorism; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, Borrower and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (bc), (d), (f) or (dg) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) or (d) above; provided, however, that no consent of the Bank shall be required with respect to the Authority’s exercise of any remedy provided herein seeking enforcement of the Retained Rights. The Trustee may exercise any and all remedies under the Indenture and this Agreement (except acceleration) to collect any fees, expenses and indemnification due to it in each of its capacities under the Indenture and this Agreement from the Borrower without obtaining the consent of the Bank.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure of the Borrower to pay make any Loan Repayment payment required by Section 4.2(a) hereof when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure of the Borrower to pay any amounts payable hereunder, other than Loan Repayments, when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time; (c) failure of the Borrower to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Loan Agreement other than a covenant described as provided in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 days after written notice delivered to the Borrower and the BankBorrower, which notice shall specify such failure and request that it be remedied, given to the Borrower by the Issuer Authority or the Trustee, unless the Issuer Authority and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected; and provided further, if any such failure obligates the Borrower to prepay Loan Repayments pursuant to Section 7.3(b) hereof, and such prepayment is in fact made by the Borrower and the Bonds are redeemed as provided in Section 4.01(3) of the Indenture, then such failure by the Borrower shall not constitute a Loan Default Event under this Loan Agreement; or (dc) existence of an Event of Default under and as defined in Sections Section 7.01(a), (b) through or (ec) of the Indenture; or (d) any representation or warranty of the Borrower set forth in Section 2.3 of this Loan Agreement at the time made or deemed made is false in any material respect; provided however, if any such materially false representation or warranty obligates the Borrower to prepay Loan Repayments pursuant to Section 7.3(b) hereof, and such prepayment is in fact made by the Borrower and the Bonds are redeemed as provided in Section 4.01(3) of the Indenture, then such failure by the Borrower shall not constitute a Loan Default Event under this Loan Agreement. The provisions of subsection (cb) of this Section are subject to the limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State of California or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; wars; acts of terrorism; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), c) or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) above.

Loan Default Events. Any one of the following which occurs and continues shall constitute a “Loan Default Event:” (a) failure Failure of the Borrower to pay make any Loan Repayment Payment required by Section 4.2(a) hereof when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure of the Borrower to pay any amounts payable hereunder, other than Loan Repayments, when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time; (c) failure Failure of the Borrower to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement (other than a covenant described as provided in subsection clause (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (kabove), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 days after written notice by the Issuer or the Trustee delivered to the Borrower and the BankBorrower, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued in good faith until the default is corrected, which correction must be effected within 180 days of the date of such default notice; or (c) The dissolution or liquidation of the Borrower or the filing by the Borrower of a voluntary petition in bankruptcy, or failure by the Borrower promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will impair the Borrower’s ability to carry on its obligations hereunder, or the entry of any order or decree granting relief in any involuntary case commenced against the Borrower under any present or future federal bankruptcy act or any similar federal or state law, or a petition for such an order or decree shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Borrower shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Borrower shall be appointed in any proceeding brought against the Borrower and shall not be discharged within ninety days after such appointment or if the Borrower shall consent to or acquiesce in such appointment, or assignment by the Borrower for the benefit of its creditors, or the entry by the Borrower into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Borrower under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Borrower shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Borrower,” as used in this subsection, shall not be construed to include the cessation of the existence of the Borrower resulting either from a merger or consolidation of the Borrower into or with another entity or a dissolution or liquidation of the Borrower following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; or (d) The existence of an “Event of Default under and Default” (as defined in Sections 7.01(atherein) through (e) of under the Indenture. The provisions of subsection (c) of this Section are subject to the limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) above.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure Failure of the Borrower Company to pay make any Loan Repayment Payment required by Section 4.2(a) hereof or under the Note when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower Company to pay make any amounts payable hereunder, other than Loan Repayments, Purchase Price Payment required by Section 4.2(b) hereof or under the Note when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;; or (c) failure Failure of the Borrower Company to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement or under the Note other than a covenant described as provided in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 60 days after written notice by the Authority or the Trustee delivered to the Borrower Company and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer Authority and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected; (d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; or (de) existence Existence of an Event of Default under and as defined in Sections 7.01(a) through (e) of the Indenture. The provisions of subsection (c) of this Section are subject to the limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) above.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure Failure of the Borrower Company to pay make any Loan Repayment Payment required by Section 4.2(a) hereof when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower Company to pay make any amounts payable hereunder, other than Loan Repayments, Purchase Price Payment required by Section 4.2(b) hereof when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;; or (c) failure Failure of the Borrower Company to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement other than a covenant described as provided in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 60 days after written notice by the Authority or the Trustee delivered to the Borrower Company and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given remedied (including by redemption of all or a portion of the Issuer or the TrusteeBonds), unless the Issuer Authority and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected; or; (d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; (e) Existence of an Event of Default under the Indenture; (f) Existence of an Event of Default under the Guaranty; (g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in Sections 7.01(a) through (e) the Senior Secured Loan Agreement, but only if such default has resulted in the acceleration of the Indenture. The provisions obligations owed under the Senior Secured Loan Agreement prior to their final stated maturities and provided that, in the event that such acceleration has been rescinded, such Event of subsection (c) of this Section are subject to the limitation that the Borrower shall not Default hereunder will be deemed in default if cured for all purposes and so of no further effect; or (h) So long as the Borrower Bonds are in the Term Interest Rate Period and no Letter of Credit is unable to carry out in effect, and the Company shall have been deemed discharged from its agreements hereunder by reason of strikes, lockouts or obligations (other industrial disturbances; acts of public enemies; orders of than any kind indemnification and other obligations which survive the termination of the government of Senior Secured Loan Agreement) with respect to the United States Senior Secured Loan Agreement (as set forth in the Senior Secured Loan Agreement), a default under, and as defined in, the indenture, agreement or of the State or instrument governing any of their departmentsbond, agenciesnote, or officialsCapital Lease, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control indebtedness for borrowed money of the Borrower; it being agreed that Company in the settlement principal amount of strikes$10 million or more (collectively, lockouts the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course isprovided that, in the judgment event that such acceleration has been rescinded, such Event of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) Default hereunder will be deemed cured for all purposes and of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) aboveno further effect.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure Failure of the Borrower Company to pay make any Loan Repayment Payment required by Section 4.2(a) hereof or under the Note when and as the same shall become due and payable pursuant to Section 4.02(a) hereof;due; or (b) failure Failure of the Borrower Company to pay make any amounts payable hereunder, other than Loan Repayments, Purchase Price Payment required by Section 4.2(b) hereof or under the Note when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time;; or (c) failure Failure of the Borrower Company to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, Agreement or under the Note other than a covenant described as provided in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereof, which failure continues for a period of 30 60 days after written notice by the Issuer or the Trustee delivered to the Borrower Company and the BankCredit Provider, if any, which notice shall specify such failure and request that it be remedied, given remedied (including by redemption of all or a portion of the Issuer or the TrusteeBonds), unless the Issuer and the Trustee, with the written approval of the Bank, Trustee shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected; or; (d) The dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations hereunder, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety days after the filing thereof, or if the Company shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company shall be appointed in any proceeding brought against the Company and shall not be discharged within ninety days after such appointment or if the Company shall consent to or acquiesce in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of the Company,” as used in this subsection, shall not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions contained in Section 5.2 hereof; (e) Existence of an Event of Default under the Indenture; (f) Existence of an Event of Default under the Guaranty; (g) So long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in Sections 7.01(a) through (e) the Senior Credit Facility, but only if such default has resulted in the acceleration of the Indenture. The provisions obligations owed under the Senior Credit Facility prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of subsection (c) of this Section are subject to the limitation that the Borrower shall not Default hereunder will be deemed in default if cured for all purposes and so of no further effect; or (h) So long as the Borrower Bonds are in the Term Interest Rate Period and no Letter of Credit is unable to carry out in effect, and the Company shall have been deemed discharged from its agreements hereunder by reason of strikes, lockouts or obligations (other industrial disturbances; acts of public enemies; orders of than any kind indemnification and other obligations which survive the termination of the government of Senior Credit Facility) with respect to the United States Senior Credit Facility (as set forth in the Senior Credit Facility), a default under, and as defined in, the indenture, agreement or of the State or instrument governing any of their departmentsbond, agenciesnote, or officialsCapital Lease, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control indebtedness for borrowed money of the Borrower; it being agreed that Company in the settlement principal amount of strikes$10 million or more (collectively, lockouts the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course isprovided that, in the judgment event that such acceleration has been rescinded, such Event of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) Default hereunder will be deemed cured for all purposes and of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) aboveno further effect.

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event: (a) failure of the Borrower to pay any Loan Repayment when and as the same shall become due and payable pursuant to Section 4.02(a) hereof4.2(a); (b) failure of the Borrower to pay any amounts payable hereunder, other than Loan Repayments, when and as the same shall become due, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer Authority or the Trustee, unless the Issuer Authority and the Trustee shall agree in writing to an extension of such time; (c) failure of the Borrower to observe and perform in any material respect any covenant, condition or agreement on its part required to be observed or performed by this Agreement, other than a covenant described in subsection (a) or subsection (b) above or the failure of the Borrower to strictly comply with the covenants, conditions or agreements contained in Sections 5.09(a) through (k), 5.09(p) through (s), 5.10, 5.11 and 5.12 hereofabove, which failure continues for a period of 30 days after written notice delivered to the Borrower and the Bank, which notice shall specify such failure and request that it be remedied, given by the Issuer Authority or the Trustee, unless the Issuer Authority and the Trustee, with the written approval of the Bank, shall agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Issuer Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected; or (d) existence of an Event of Default under and as defined in Sections 7.01(a) through (e7.01(A)-(D) of the Indenture. The provisions of subsection (c) of this Section are subject to the limitation that the Borrower shall not be deemed in default if and so long as the Borrower is unable to carry out its agreements hereunder by reason of strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State or any of their departments, agencies, or officials, or any civil or military authority; insurrections, riots, epidemics, landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event (whether similar or dissimilar to the foregoing) not reasonably within the control of the Borrower; it being agreed that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Borrower, and the Borrower shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Borrower, unfavorable to the Borrower. This limitation shall not apply to any default under subsections (a), (b), or (d) of this Section. Notwithstanding any other provision of this Agreement to the contrary, so long as the Bank is not in default under the Letter of Credit, the Trustee shall not without the prior written consent or direction of the Bank exercise any remedies under this Agreement in the case of any Loan Default Event described in subsections (a), (b), or (c) above.