Common use of Defaults Clause in Contracts

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made by the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agent. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement). 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 days after written notice from the Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of (a) any principal of any Loan Note when due, nonpayment of or (b) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee Note or any commitment fee or other payment fee or obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, Section 6.3(a) or Sections 6.10 through 6.16 or Sections 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent.----------- -------------- -------------------------- ------------- through 6.22. ---- 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of ----------- --- --- this Agreement or any other Loan Document which is not remedied within 15 twenty (20) days after written notice from the AgentAgent or any Lender. 7.5 Failure of 7.5. The default by the Company Borrower or any of its Subsidiaries to pay when due (or, at any Indebtedness or Rate Management Obligations (valued time the Borrower is a Subsidiary of Parent, by reference to the amount of the Net ▇▇▇▇-to-Market ExposureParent) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any such Material Funded Indebtedness aggregating in excess of $2,000,000 ($10,000,000 in the case of Parent) was created or is governed, or the occurrence of any other event shall occur or condition existexistence of any other condition, the effect of any of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Funded Indebtedness to cause, such Material Funded Indebtedness to become due prior to its stated maturity; or any Material such Funded Indebtedness of the Company or Borrower, any of its Subsidiaries or Parent shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6. The Borrower or any of its Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vif) fail to contest in good faith any appointment or proceeding ----------- described in Section 7.77.7 or (g) become unable to pay, not pay, or admit in ----------- writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Significant Subsidiaries or any Substantial Portion substantial portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Borrower -------------- or any of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 7.8. The Company Borrower or any of its Subsidiaries shall fail within 90 thirty days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0001,000,000 (or multiple judgments or orders for the payment of an aggregate amount in excess of $5,000,000), which is not stayed on appealappeal or otherwise being appropriately contested in good faith and as to which no enforcement actions have been commenced. 7.10 7.9. Any member of the Controlled Group Change in Control shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000occur. 7.11 7.10. The occurrence of any Change "default", as defined in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Loan Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, Notes) or the Company or any Guarantor shall fail to comply with breach of any of the terms or provisions of any Collateral Loan Document if (other than this Agreement or the failure Notes), which default or breach continues beyond any period of grace provided therein provided. 7.11. Any License of any Insurance Subsidiary (a) shall be revoked by the Governmental Authority which issued such License, or any action (administrative or judicial) to revoke such License shall have been commenced against such Insurance Subsidiary and shall not have been dismissed within thirty (30) days after the commencement thereof, (b) shall be suspended by such Governmental Authority for a period in excess of thirty (30) days or (c) shall not be reissued or renewed by such Governmental Authority upon the expiration thereof following application for such reissuance or renewal of such Insurance Subsidiary, which, in any case, could reasonably be expected to have a Material Adverse Effect. 7.12. Any Insurance Subsidiary shall be the subject of a final non- appealable order imposing a fine by or at the request of any state insurance regulatory agency as a result of the violation by such Insurance Subsidiary of such state's applicable Collateral Documentinsurance laws or the regulations promulgated in connection therewith which could reasonably be expected to have a Material Adverse Effect. 7.13. Any Insurance Subsidiary shall become subject to any conservation, rehabilitation or liquidation order, directive or mandate issued by any Governmental Authority or any Insurance Subsidiary shall become subject to any other directive or mandate issued by any Governmental Authority in either case which could reasonably be expected to have a Material Adverse Effect and which is not stayed within thirty (30) days.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders Lenders, the Issuing Banks or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (ii) interest on upon any Loan or of any facility fee, LC Facility Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.16 or 6.19 which is not remedied within three Business Days after written notice from the Agent6. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen (15) days after the earlier to occur of (i) written notice from the AgentAgent or any Lender to the Borrower or (ii) an Authorized Officer otherwise becoming aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition existexist (except for, from and after the date of the IP Acquisition, a "Triggering Event" under IP's 11 1/2% Mortgage Bonds due 2010 which does not also cause an event of default thereunder), the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereofthereof (except, from and after the date of the IP Acquisition, in the case of or related to a "Triggering Event" under IP's 11 1/2% Mortgage Bonds due 2010 which does not also cause an event of default thereunder); or the Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that no Default shall occur under this Section 7.5 as a result of (i) any notice of voluntary prepayment delivered by the Borrower or any Subsidiary with respect to any Indebtedness, or (ii) any voluntary sale of assets by the Borrower or any Subsidiary permitted hereunder as a result of which any Indebtedness secured by such assets is required to be prepaid. 7.6 7.6. The Company Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries, ) shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries (other than Project Finance Subsidiaries) which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries) shall fail within 45 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amount covered by insurance), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it 7.10. An ERISA Event shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementoccurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documenta Material Adverse Effect.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any other Facility Document, any Letter of Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any Loan other Facility Document shall be false in any material respect on the date as of which made and shall not be remedied or deemed made. 7.2 Nonpayment of (a) any principal of any Reimbursement Obligation when due, or (b) any interest upon any commitment or other fee or obligations under any of the Facility Documents within three Business Days five (5) days after written notice from the Agent. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee Agent or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)Lender. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 2.8, 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, Sections 6.10 through 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 Sections 6.15 through 6.20 or 6.19 which is not remedied within three Business Days after written notice from the AgentSections 6.22 through 6.23. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section Sections 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days (or in the case of Section 6.14, ten (10) days) after the Borrower has knowledge thereof or written notice from the AgentAgent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)2,500,000 when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or the occurrence of any other event shall occur or condition existexistence of any other condition, the effect of any of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6 The Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vif) fail to contest in good faith any appointment or proceeding described in Section 7.77.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 thirty (30) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (a) final, nonappealable judgments or orders for the payment of money in excess of $2,500,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) final, nonappealable nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Reportable Event shall occur in connection with any Plan. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $2,500,000. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $2,500,000. 7.13 The Borrower or any of its Subsidiaries shall (a) be the subject to any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or (b), could reasonably be expected to have a Material Adverse Effect. 7.9 7.14 Any Change in Control shall occur. 7.15 The Company occurrence of any “default”, as defined in any Facility Document (other than this Agreement) or the breach of any of the terms or provisions of any Facility Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16 There shall occur a change in the business, Property, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries which has a Material Adverse Effect. 7.17 The Borrower or any of its Subsidiaries shall fail within 90 days incurs or becomes subject to payaction or threatened action of any Governmental Authority, bond including, without limitation, a fine, penalty, cease and desist order or otherwise discharge any judgment revocation, suspension or order for limitation of a License, the payment effect of money in excess of $15,000,000, which is not stayed on appealcould reasonably be expected to have a Material Adverse Effect. 7.10 7.18 Any member of the Controlled Group Security Document shall for any reason fail to pay when due after create a valid and perfected, first priority security interest in any collateral purported to be covered thereby, except as permitted by the expiration terms of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Groupsuch Security Document, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminateSecurity Document, to impose liability (other than for premiums under Section 4007 of ERISA) in respect ofonce executed, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Security Document.

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of due or (ii) any Reimbursement Obligation within one Business Day after the same becomes dueObligation, interest upon any Loan, any commitment fee or nonpayment of interest on any Loan or of any facility feeLC Fee, LC Fee or any other payment obligations obligation under any of the Loan Documents within three (3) Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2Section 6.1 (Financial Reporting), 6.36.2 (Use of Proceeds), 6.46.3 (Notice of Material Events), 6.56.4 (Conduct of Business), 6.106.11 (Indebtedness), 6.116.12 (Merger), 6.126.13 (Sale of Assets), 6.136.14 (Investments), 6.146.15 (Acquisitions), 6.156.16 (Liens), 6.16, 6.176.17 (Affiliates), 6.18 (Restricted Payments), 6.19 (Restrictive Agreements), 6.20 (Financial Covenants), 6.21 (Further Assurances) or 6.19 which is not remedied within three Business Days after written notice from the Agent6.22 (Anti-Money Laundering Compliance). 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the Agentearlier of (i) the Borrower becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 7.5 (i) Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness payment (whether of principal, interest or Rate Management Obligations (valued by reference to the amount any other amount) in respect of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“any Material Indebtedness”); or , (ii) the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition under this clause (ii) is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturity; maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date, or (iii) any portion of Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6. The Borrower or any of its Material Domestic Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, Law relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) the Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Material Domestic Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Material Domestic Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Material Domestic Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate payment of compensation equal to the fair market value of such Property condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $50,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company , which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge enforce any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealsuch judgment. 7.10 Any member (i) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a Lien pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount Code or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c302(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) such Liens as would not be individually or in respect ofthe aggregate expected to result in a Material Adverse Effect, or to cause a trustee to be appointed to administer any Material Plan; or a condition (ii) an ERISA Event shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementhave occurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documenta Material Adverse Effect.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information document delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, or 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the AgentAdministrative Agent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) Debt aggregating in excess of $15,000,000 10,000,000 (“Material IndebtednessDebt”); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness Debt was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness Debt to cause, such Material Indebtedness Debt to become due prior to its stated maturity; or any Material Indebtedness Debt of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) in excess of $10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $20,000,000 or any Reportable Event shall occur in connection with any Plan. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $10,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $10,000,000. 7.13 The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries 7.14 Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member of the Controlled Group 7.15 The representations and warranties set forth in Section 5.15 shall fail to pay when due after the expiration of at any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall time not be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000true and correct. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower, any Guarantor or its any of their Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, any other Loan Document or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee or any other payment obligations obligation under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.15 or 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAdministrative Agent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries or any Guarantor to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 50,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries or any Guarantor in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries or any Guarantor shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or other organizational action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Guarantor or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company Borrower and its Subsidiaries or any of its Subsidiaries Guarantor which, when taken together with all other Property of the Company Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 The Company Borrower or any of its Subsidiaries or any Guarantor shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,00050,000,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any The Unfunded Liabilities of all Single Employer Plans shall have a Material Adverse Effect or be reasonably likely to have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan. 7.11 The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator shall have a Material Adverse Effect or be reasonably likely to have a Material Adverse Effect. 7.12 The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if such reorganization or more Multiemployer Plans which causes one termination shall have a Material Adverse Effect or more members of the Controlled Group be reasonably likely to incur have a current payment obligation in excess of $1,000,000Material Adverse Effect. 7.11 7.13 The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), has a Material Adverse Effect. 7.14 Any Change in Control shall occur. 7.15 The occurrence of any Change “default”, as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 Any Guaranty 7.16 The obligations of any Guarantor under Article XIII hereof shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Documentof such obligations, or the Company or any Guarantor shall fail deny that it has any further liability under such Article XIII, or shall give notice to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentsuch effect.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by the Company Borrower, any of its Subsidiaries, or its Subsidiaries any Authorized Officer thereof to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility feeCommitment Fee, LC Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.126.15 (to the extent the relevant Lien secures indebtedness in excess of $5,000,000), 6.136.18, 6.146.20, 6.156.21, 6.166.22, 6.176.23, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.24, 6.25, 6.28, 6.29 and 6. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of (i) Sections 6.12, 6.13, 6.14, 6.15 (to the extent the relevant Lien secures indebtedness not in excess of $5,000,000), 6.16, 6.17, 6.19, 6.26, 6.27 or any of the other terms or provisions of this Agreement or (ii) any other Loan Document (beyond the applicable grace period with respect thereto, if any), in each case which is not remedied within 15 thirty (30) days after the earlier to occur of (x) written notice from the AgentAdministrative Agent or any Lender to the Borrower or (y) an Authorized Officer otherwise become aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference subject to any applicable grace period with respect thereto, if any, set forth in the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness Agreement evidencing such Material Indebtedness”)) which failure has not been (i) timely cured and (ii) waived in writing by the requisite holders of such Material Indebtedness; or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement and such default has not been (x) timely cured and (y) waived in writing by the requisite holders of the Material Indebtedness in respect thereof, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 7.9. The Company Borrower or any of its Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment one or order more (i) judgments or orders for the payment of money in excess of $15,000,0001,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith or otherwise not covered by a creditworthy insurer or indemnitor. 7.10 Any member 7.10. The Unfunded Liabilities of the Controlled Group all Single Employer Plans shall fail to pay when due after the expiration of any applicable grace period exceed an amount or amounts aggregating reasonably expected to result in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled GroupAdverse Change, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there Reportable Event shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply connection with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral DocumentPlan.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when within two Business Days after the same becomes due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan within five Business Days after the same becomes due, or nonpayment of any facility fee, utilization fees, LC Fee or any other payment obligations under any of the Loan Documents within three five Business Days after the Borrower’s receipt of the applicable invoice (or, if invoiced before the due date, after the same becomes due (unless such Loan has been rolled over as provided in this Agreementdue). 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.17 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 of this Article VII) or 7.3) any Guarantor of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the AgentAdministrative Agent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) Obligation aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Guarantor shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries Guarantor or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $15,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. An ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect. 7.9 7.11. The Company Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has become subject to the required payment of a withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, or is in endangered or critical status within the meaning of Section 305 of ERISA, if as a result of such reorganization, termination, endangered status or critical status, the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated, or in endangered or critical status have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization, termination, endangered status or critical status occurs by an amount which could reasonably be expected to result in a Material Adverse Effect. 7.13. The Borrower or any of its Subsidiaries shall fail within 90 days (i) be the subject of any proceeding or investigation pertaining to paythe release by the Borrower, bond any of its Subsidiaries or otherwise discharge any judgment other Person of any toxic or order for hazardous waste or substance into the payment environment, or (ii) violate any Environmental Law, which, in the case of money an event described in excess of $15,000,000clause (i) or clause (ii), which is not stayed on appealcould reasonably be expected to have a Material Adverse Effect. 7.10 7.14. Any member of the Controlled Group Change in Control shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000occur. 7.11 7.15. The occurrence of any Change “default”, as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 7.16. Any Guaranty required hereunder shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies required to be a party to a Guaranty shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any such Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Collateral Document 7.17. The representations and warranties set forth in Section 5.15 (“Plan Assets; Prohibited Transactions”) shall for at any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid time not be true and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentcorrect.

Defaults. The occurrence of any one or more of the following events (i) in respect of a particular Borrower or, to the extent provided below, any of its Subsidiaries shall constitute a DefaultDefault with respect to such Borrower and (ii) in respect of the Borrowing Subsidiary or, to the extent provided below, any of its Subsidiaries shall also constitute a Default with respect to the Company; provided that, for the avoidance of doubt, a Default or Unmatured Default solely with respect to the Company or any of its subsidiaries (other than the Borrowing Subsidiary and its Subsidiaries) will not constitute a Default or Unmatured Default with respect to the Borrowing Subsidiary if and to the extent no such Default or Unmatured Default otherwise exists with respect to the Borrowing Subsidiary or any of its Subsidiaries: 7.1 7.1. Any representation or warranty made or deemed made by the Company or on behalf of such Borrower (including any representation or warranty deemed made by such Borrower as to one of its Subsidiaries Subsidiaries) to the Lenders Lenders, the Issuing Banks or the Agent in any Loan Document, or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall shall, in each case, be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment of 7.2. Such Borrower shall fail to pay (i) principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of (ii) interest on any Loan or of any facility fee, LC Facility Fee or any other payment obligations Obligation under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any such Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.1.7 (solely as such provision relates to a Default), 6.2, 6.36.3 (solely with respect to the preservation of the legal existence of such Borrower), 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.15 or 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any such Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after the earlier to occur of (i) written notice from the AgentAgent or any Lender to such Borrower or (ii) a Specified Officer receiving actual knowledge of any such breach of any of the terms or provisions of this Agreement. 7.5 7.5. Failure of the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) to pay when due (after the expiration of any Indebtedness applicable grace or Rate Management Obligations (valued by reference to the amount cure periods) any principal of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess or interest on any of $15,000,000 (“their Material Indebtedness”); or the default by the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) in the performance (beyond the applicable grace period with respect thereto, if any) of any other term, provision or condition contained in any agreement under which any such of their respective Material Indebtedness was created or is governed, Agreements or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any such Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity; due, or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or a mandatory prepayment of a corresponding receipt by such Borrower or such Subsidiary (such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness, equity or other securities)) prior to its stated maturity or, solely with respect to the Company with respect to the Union Electric Credit Agreement, any commitment to lend to such Borrower thereunder to be terminated prior to its stated expiration date; or, as a result of any of the foregoing, any Material Indebtedness of such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) shall be declared to be due and payable or the remaining outstanding principal amount thereof to be required to be prepaid or repurchased (other than by a regularly scheduled payment or a mandatory prepayment of a corresponding receipt by such Borrower or such Subsidiary (such as from the proceeds of sale, transfer, loss or other disposition of property or the issuance of Indebtedness, equity or other securities)) prior to the stated maturity thereof; provided that no Default shall occur under this Section 7.5 as a result of (i) any notice of voluntary prepayment delivered by such Borrower or any Subsidiary with respect to any Indebtedness, (ii) any voluntary Disposition of assets by such Borrower or any Subsidiary permitted hereunder as a result of which any Indebtedness secured by such assets is required to be prepaid or (iii) any other transaction which would otherwise be prohibited under any such Material Indebtedness Agreement if and to the extent that concurrently with the consummation of such transaction the Material Indebtedness thereunder is repaid in full with respect to the Borrower or Subsidiary which would otherwise have been in default of such Material Indebtedness Agreement (and, if such Material Indebtedness Agreement is the Union Electric Credit Agreement, the commitments available thereunder to such Borrower or Subsidiary are terminated); and provided further that any “Default” of the Company under the Union Electric Credit Agreement that consists solely of, or termination of any commitment to lend under the Union Electric Credit Agreement that results solely from, a default by the “Borrowing Subsidiary” or any of its “Subsidiaries” thereunder and as defined therein (a “Union Electric Default”) shall not constitute a Default under this Section 7.5. 7.6. Such Borrower or any of its Subsidiaries shall not pay, (other than Project Finance Subsidiaries or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Non-Material Subsidiaries or any of its Subsidiaries, an SPC) shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any formal corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail within the statutorily mandated time period therefor (or any extension thereof) to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) become unable, admit in writing its inability or fail generally to pay its debts as they become due. 7.7 7.7. Without its the application, approval or consentconsent of such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) or any Substantial Portion of their respective Propertyits Property or the Property of any of its Subsidiaries (other than a Project Finance Subsidiary or a Non-Material Subsidiary or an SPC), or a proceeding described seeking an order for relief under the Federal bankruptcy laws as now or hereafter in Section 7.6(iv) effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors shall be instituted against the Company such Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC) and such appointment continues shall continue undischarged or such proceeding continues shall continue undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company 7.8. Such Borrower or any of its Subsidiaries which(other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 45 days to pay, bond bond, stay, vacate or otherwise discharge any judgment one or order more judgments or orders for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of 50,000,000 (or the Controlled Group shall fail to pay when due after equivalent thereof in currencies other than Dollars) in the expiration aggregate (net of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA covered by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000insurance). 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Facility Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.17 or 6.19 6.18; or the breach by the Borrower of any of the terms or provisions of Section 6.1 which is not remedied within three five Business Days after written notice from the AgentAgent or any Lender. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 (“"Material Indebtedness”"); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money (except to the extent covered by insurance as to which the insurer has not disclaimed coverage) in excess of $5,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any Borrower or any Guarantor the Company of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20 or 6.19 6.21. 7.4. The breach by any Loan Party (i) of Section 6.1 which is not remedied within three Business Days ten days after written notice from the Agent. 7.4 The occurrence of such breach by any Borrower or any Guarantor (ii) (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the other terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the Agentoccurrence of such breach. 7.5 7.5. Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date (or, in the case of any Receivables Facility Attributable Indebtedness, cause such Indebtedness to amortize or liquidate or terminate the reinvestment of collections or proceeds of receivables); or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof, provided, that the occurrence of any of the foregoing with respect to Receivables Facility Attributed Indebtedness shall not constitute an Event of Default hereunder so long as the aggregate outstanding amount thereof does not exceed the Available Aggregate Revolving Loan Commitment; or the occurrence of an early termination under any Rate Management Transaction resulting from (i) any event of default under such Rate Management Transaction as to which the Company or any Subsidiary is the defaulting party or (ii) any termination event as to which the Company or any Subsidiary is an affected party and, in either event, the termination value or other similar obligation owed by the Company or such Subsidiary as a result thereof is in excess of $10,000,000 and remains unpaid; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company 7.6. Any Borrower or any of its Subsidiaries, Material Subsidiary shall (i) have an order for relief entered with respect to it under any existing Federal, state or future law of any jurisdiction, domestic or foreign, relating to foreign bankruptcy, insolvency, reorganization administrative receivership or relief of debtorssimilar law now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing Federal, state or future law of any jurisdiction, domestic or foreign, relating to foreign bankruptcy, insolvency, reorganization administrative receivership or relief of debtors, similar law now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdictionFederal, domestic state or foreign, relating to foreign bankruptcy, insolvency or reorganization or relief of debtors insolvency, administrative receivership or similar proceeding law now or hereafter in effect or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of any Borrower or any Material Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company a Borrower or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company any Borrower or any of its Subsidiaries Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of and its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Company or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $25,000,000, or any Reportable Event shall have occurred with respect to any Plan that, together with all other Reportable Events that have occurred and are continuing, could reasonably be expected to result in liability to the Company and its Subsidiaries in an aggregate amount in excess of $20,000,000, or any Single Employer Plan shall have any Unfunded Liabilities for which a minimum funding waiver request has been filed under Section 412 of the Code or Section 302 of ERISA. 7.11. The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay when due after the expiration of any applicable grace period such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Company or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled Group, any plan administrator or any combination Group as withdrawal liability (determined as of the foregoing; date of such notification), exceeds $20,000,000 or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of requires payments exceeding $1,000,0005,000,000 per annum. 7.11 The occurrence of any Change in Control. 7.12 7.12. Any Guaranty Loan Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Loan Document, or any Guarantor denies Loan Party shall fail to comply with any of the terms or provisions of any Loan Document to which it is a party, or any Loan Party shall deny that it has any further liability under any Guaranty Loan Document to which it is a party, or gives shall give notice to such effect. 7.13 7.13. Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, interest in any Collateral collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor . 7.12. Any Change in Control shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentoccur.

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company REIT or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 7.2. Nonpayment of (a) principal of any Loan when due, nonpayment of or any Reimbursement Obligation within one Business Day after the same becomes duewhen due or (b) any interest upon any Loan, any Facility Fee or nonpayment of interest on any Loan or of any facility feeLC Fee, LC Fee or any other payment obligations obligation under any of the Loan Documents within three (3) Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 (a) The breach by any Borrower the REIT or any Guarantor of its Subsidiaries of any of the terms or provisions of Sections Section 6.2, 6.36.3(a), 6.46.4(b)(i) (solely with respect to the REIT, 6.5any other Parent Guarantor or the Borrower), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 6.19; or (b) the breach by the REIT or any of its Subsidiaries of Section 6.4(b)(i) (solely with respect to any Loan Party (other than the REIT, any other Parent Guarantor or the Borrower)) or any of the terms or provisions of Section 6.1 which is not remedied within three ten (10) Business Days after written notice from the Agentearlier of (i) any Authorized Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 7.4 7.4. The breach by any Borrower the REIT or any Guarantor of its Subsidiaries (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the Agentearlier of (a) any Authorized Officer becoming aware of any such breach and (b) the Administrative Agent notifying the Borrower of any such breach. 7.5 (a) Failure of the Company REIT or any of its Subsidiaries to pay when due (after giving effect to all grace periods) any Indebtedness payment (whether of principal, interest or Rate Management Obligations (valued by reference to the amount any other amount) in respect of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“any Material Indebtedness”); or , (b) the default by the Company REIT or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition under this clause (b) is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturity; maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date, or (c) any portion of Material Indebtedness of the Company REIT or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or . 7.6. The REIT, the Company Borrower, any Eligible Property Entity or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, Material Subsidiary shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its PropertyProperties, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate formal corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vif) fail to contest in good faith any appointment or proceeding described in Section 7.7; or (g) admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the REIT, the Borrower, any Eligible Property Entity or any Material Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company REIT, the Borrower, any Eligible Property Entity or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective Propertyits Properties, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company REIT, the Borrower, any Eligible Property Entity or any of its Subsidiaries Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company REIT or any of its Subsidiaries which, when taken together with all other Property of the Company REIT, the Borrower and its the REIT’s Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. One or more (a) judgments or orders for the payment of money in excess of $100,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, shall remain unstayed, undischarged, undismissed, unvacated or unsatisfied for a period of thirty (30) consecutive days. 7.9 The Company (a) With respect to a Plan, the REIT, the Borrower or any of its Subsidiaries shall fail within 90 days an ERISA Affiliate is subject to pay, bond or otherwise discharge any judgment or order for the payment of money a lien in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 100,000,000 pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration Code or Section 302(c) of any applicable grace period an amount ERISA or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or (b) an ERISA Event shall have occurred that when taken together with all other ERISA Events that have occurred, could reasonably be expected to cause result in a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Adverse Effect. 7.11 The occurrence 7.11. Any Change of any Change in ControlControl shall occur. 7.12 7.12. Any Guaranty Loan Document shall fail to remain in full force or effect (other than as the result of the application of the specific provisions of such Loan Document) or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made, including without limitation those deemed made pursuant to Section 4.2, by or on behalf of the Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with any Credit ExtensionLoan or Facility Letter of Credit, or in any certificate or information delivered in writing in connection with any Loan Document or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility feefee within five Business Days after written notice from the Agent that the same has become due, LC Fee or nonpayment of any other payment obligations under any of the Loan Documents within three five Business Days after written notice from the Agent that the same becomes due (unless such Loan has been rolled over as provided in this Agreement)become due. 7.3 The breach by any Borrower or any Guarantor of any of the terms or provisions of in Sections 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6. 7.4 The breach by any Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the Agent. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Hedging Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“"Material Indebtedness”"); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, company or other action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “"Condemnation”"), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could is reasonably be expected likely to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,00015,000,000 in aggregate amount for the Company and its Subsidiaries, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 15,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 15,000,000 (a “"Material Plan”") shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the that could reasonably be expected to result in PBGC would be entitled to obtain obtaining a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation for withdrawal liability in excess of $1,000,00015,000,000 in aggregate amount for the Controlled Group. 7.11 The occurrence Company or any of its Subsidiaries shall be the subject of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force proceeding or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject investigation pertaining to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action Release by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company other Person of any Hazardous Substance, or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability violation of any Collateral Documentapplicable Environmental Law, or the Company or any Guarantor shall fail which, in either case, could reasonably be expected to comply with any of the terms or provisions have a Material Adverse Effect. 7.12 The occurrence of any Collateral Document if the failure continues beyond any period Change of grace provided for in the applicable Collateral DocumentControl.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of (a) any principal of any Loan Note when due, nonpayment of or (b) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee Note or any commitment fee or other payment fee or obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 Section 6.3(a) or 6.19 which is not remedied within three Business Days after written notice from the Agent.Sections 6.10 through 6.15 or Section 6.17 ----------- -------------- ------------- ---- ------------ through 6.21. ---- 7.4 7.4. The breach by any Borrower or any Guarantor either of the Borrowers (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or ----------- --- --- provisions of this Agreement or any other Loan Document which is not remedied within 15 twenty (20) days after written notice from the AgentAgent or any Lender. 7.5 Failure of the Company or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the 7.5. The default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any such Material Funded Indebtedness aggregating in excess of $10,000,000 was created or is governed, or the occurrence of any other event shall occur or condition existexistence of any other condition, the effect of any of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Funded Indebtedness to cause, such Material Funded Indebtedness to become due prior to its stated maturity; or any Material such Funded Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6. The Borrower or any of its Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vif) fail to contest in good faith any ----------- appointment or proceeding described in Section 7.77.7 or (g) become unable to pay, not pay, or ----------- admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Significant Subsidiaries or any Substantial Portion substantial portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Borrower -------------- or any of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 7.8. The Company Borrower or any of its Subsidiaries shall fail within 90 thirty days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0002,000,000 (or multiple judgments or orders for the payment of an aggregate amount in excess of $10,000,000), which is not stayed on appealappeal or otherwise being appropriately contested in good faith and as to which no enforcement actions have been commenced. 7.10 7.9. Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in ControlControl shall occur. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or its Subsidiaries any Subsidiary to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (a) principal of any Loan when due, nonpayment of (b) any Reimbursement Obligation within one Business Day after the same becomes duedue or (c) interest upon any Loan, or nonpayment of interest on any Loan or of any facility feeCommitment Fee, LC Facility Fee or any other payment obligations Obligations under any of the Loan Documents within three Business Days (3) days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of any of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.1 through 6.3 or 6.19 which is not remedied within three Business Days after written notice from the Agentany of Sections 6.10 through 6.27. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 of this Article VII) or 7.3) any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within 15 thirty (30) days after the earlier to occur of (a) written notice from the AgentAdministrative Agent or any Lender to the Borrower or (b) an Authorized Officer of the Borrower otherwise become aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries Subsidiary to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference to beyond the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”applicable grace period with respect thereto, if any); or the default by the Company Borrower or any of its Subsidiaries Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that this Section 7.5 shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder. 7.6 The Company 7.6. Any Credit Party or any of its Subsidiaries, Material Subsidiary shall (ia) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorsDebtor Relief Law, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing Debtor Relief Law or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding Debtor Relief Law or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vif) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a 7.7. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company any Credit Party or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company any Credit Party or any of its Subsidiaries Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Borrower and the Subsidiaries which, when taken together with all other Property of the Company Borrower and its the Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion. 7.9. The Borrower or any Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $20,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (excluding the amount of any insurance coverage by insurance companies with the financial ability to pay the same and who have agreed in writing to cover the applicable claim(s)), or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not (i) stayed on appeal or otherwise being appropriately contested in good faith or (ii) paid in full by third-party insurers under the Borrower’s or any Subsidiary’s insurance policies. 7.9 7.10. The Company Unfunded Liabilities of all Single Employer Plans shall exceed $20,000,000 in the aggregate, or any of its Subsidiaries Reportable Event shall fail within 90 days to pay, bond or otherwise discharge occur in connection with any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealPlan. 7.10 7.11. [Reserved] 7.12. Any Change in Control shall occur. 7.13. The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to pay when due after the expiration Section 4201 of any applicable grace period ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $20,000,000 or requires payments exceeding $20,000,000 per annum. 7.14. The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased, in the aggregate, over the amounts contributed to such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,00020,000,000. 7.11 7.15. The occurrence Borrower or any Subsidiary shall (a) be the subject of any Change in Control. 7.12 Any Guaranty shall fail proceeding or investigation pertaining to remain in full force or effect the release by the Borrower or any action shall be taken to discontinue Subsidiary or assert the invalidity or unenforceability any other Person of any Guaranty toxic or hazardous waste or substance into the indoor or outdoor environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), has resulted in liability to the Borrower or any Guarantor denies that it has Subsidiary in an amount equal to $20,000,000 (excluding the amount of any further insurance coverage by insurance companies with the financial ability to pay the same and who have agreed in writing to cover the applicable claim(s)) or more, which liability under any Guaranty to which it is a partynot paid, bonded or gives notice to such effect. 7.13 Any Collateral Document shall for any reason otherwise discharged (other than solely as the result of an act by a Facility LC) within 60 days or omission of the Agent or a Lender) fail to create a valid which is not stayed on appeal and perfected first priority security interest, subject to the Intercreditor Agreement, being appropriately contested in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral good faith. 7.16. Any Loan Document shall fail to remain in full force or effect against the Borrower or any Subsidiary, or the Borrower or any Subsidiary shall assert that its obligations thereunder are discontinued, invalid or unenforceable for any reason or any action shall be taken by the Company or any of its Subsidiaries not consented shall fail to by the Required Lenders be taken to discontinue or to assert the invalidity or unenforceability of, or which results in the discontinuation or invalidity or unenforceability of, any Loan Document. 7.17. An event (such event, an “Off-Balance Sheet Trigger Event”) shall occur which (a) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Borrower or any Affiliate of the Borrower to require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of the non-payment of any Collateral DocumentOff-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $10,000,000 and (x) such Off-Balance Sheet Trigger Event shall not be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the Company amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, (b) results in the termination of reinvestments of collections or proceeds of receivables and related assets under the agreements evidencing such Off-Balance Sheet Liabilities, or (c) causes or otherwise permits the replacement or substitution of the Borrower or any Guarantor Affiliate thereof as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section 7.17 shall fail not apply on any date with respect to comply with (i) any voluntary request by the Borrower or an Affiliate thereof for an above-described amortization, liquidation, or termination of reinvestments so long as the aforementioned investors or purchasers cannot independently require on such date such amortization, liquidation or termination of reinvestments or (ii) any scheduled amortization or liquidation at the stated maturity of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentfacility evidencing such Off-Balance Sheet Liabilities.

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one (1) Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five (5) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, or 6.19 which is not remedied within three Business Days after written notice from the Agent6.19. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the AgentBorrower becomes aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $5,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (to the extent not covered by independent third-party insurance which has not been denied), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.9 The Company (a) With respect to a Plan, the Borrower or any of its Subsidiaries shall fail within 90 days an ERISA Affiliate is subject to pay, bond or otherwise discharge any judgment or order for the payment of money a lien in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 5,000,000 pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration Code or Section 302(c) of any applicable grace period an amount ERISA or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition (b) an ERISA Event shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementhave occurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentmaterial liability.

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, Extension or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be being false or misleading in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, or nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fronting Fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.166.7, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29, 6.30, 6.31 and 6.32. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which that constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which breach is not remedied within 15 30 days after written the earlier of (a) the Borrower becomes aware thereof or (b) the Borrower receives notice of the same from Administrative Agent; provided, however, that if such breach cannot reasonably be cured within such 30-day period, as determined by the Administrative Agent, in its reasonable discretion, and the Borrower is diligently pursuing a remedy of such breach, the Borrower shall have a reasonable period to remedy such breach beyond such 30-day period, which shall not exceed 90 days. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or , the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition existcondition, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be being declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not failure to pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, shall Subsidiaries (i) have has an order for relief entered with respect to it under any existing the federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make makes an assignment for the benefit of creditors, (iii) apply applies for, seekseeks, consent to, consents to or acquiesce in, acquiesces in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute institutes any proceeding seeking an order for relief under any existing the federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take takes any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail fails to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be is appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be is instituted against the Company Borrower or any of its Subsidiaries Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemncondemns, seize seizes or otherwise appropriate, appropriates or take takes custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries whichthat, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, appropriated or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money of $10,000,000 (or the equivalent thereof in currencies other than Dollars) or more in the aggregate in excess of any insurance coverage, or (ii) nonmonetary judgments or orders that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of 7.10. An ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor AgreementEvent occurs that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documenta Material Adverse Effect.

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries (and as it relates to Excluded Subsidiaries, solely with respect to the representations or warranties made pursuant to Section 5.13, Section 5.17, Section 5.21(b) and Section 5.25) to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of due or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any commitment fee or LC Fee within one Business Day five (5) days after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee (iii) or any other payment obligations obligation under any of the Loan Documents within three Business Days ten (10) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2Section 6.1 (Financial Reporting), 6.3Section 6.2(a) (Conduct of Business), 6.46.4 (Financial Covenants), 6.56.7 (Use of Proceeds), 6.106.9 (Sanctions; Anti-Money Laundering Compliance), 6.116.10 (Liens), 6.126.11 (Merger), 6.136.12 (Secured Indebtedness), 6.146.13 (Guarantees and Other Contingent Obligations), 6.156.14 (Disposition of Property), 6.166.15 (Restricted Payments), 6.17, 6.18 6.16 (Affiliates) or 6.19 which is not remedied within three Business Days after written notice from the Agent6.17 (Investments). 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the Agentearlier of (i) the Borrower becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 7.5 (i) Failure of the Company Borrower or any of its Subsidiaries Guarantor to pay when due any Indebtedness payment beyond any applicable grace period (whether of principal, interest or Rate Management Obligations (valued by reference to the amount any other amount) in respect of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“any Material Indebtedness”); or , (ii) the default by the Company Borrower or any of its Subsidiaries Guarantor in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition under this clause (ii) is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturity; maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date, or (iii) any portion of Material Indebtedness of the Company Borrower or any of its Subsidiaries Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6. The Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, Guarantor shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7, or (vii) the Borrower or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries Guarantor or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Subsidiaries Borrower and the Guarantors which, when taken together with all other Property of the Company Borrower and its Subsidiaries the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any Guarantor shall fail within sixty (60) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $50,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount appeal or amounts aggregating otherwise being appropriately contested in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Groupgood faith, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be legally taken by a judgment creditor to discontinue attach or assert levy upon any assets of the invalidity or unenforceability of any Guaranty Borrower or any Guarantor denies to enforce any such judgment; provided, that it has this Section 7.9 shall not apply to any further liability under any Guaranty judgment for which the Borrower is fully insured (through insurance policies or self-insurance reserves). (i) With respect to which it a Plan, the Borrower or an ERISA Affiliate is subject to a partylien in excess of $50,000,000 pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or Title IV of ERISA, or gives notice to such effect. 7.13 Any Collateral Document (ii) an ERISA Event shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementhave occurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail when taken together with all other ERISA Events that have occurred, could reasonably be expected to remain result in full force or effect or any action shall be taken by the Company or any a material liability in excess of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document$50,000,000.

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when duedue or any payment under the Guaranty when required, nonpayment of (ii) any Reimbursement Obligation within one (1) Business Day after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five (5) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.56.4 (other than with respect to the last sentence thereof), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.16 or 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the AgentAdministrative Agent or any Lender notifies the Borrower of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Article VII Subsidiaries to pay when due any payment (whether of principal, interest or any other amount) in respect of any Material Indebtedness or Rate Management Obligations (valued by reference to and the amount expiration of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)any applicable grace period with respect thereto; or the default by the Company Borrower or any of its Article VII Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event of default shall occur or condition existoccur, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any portion of Material Indebtedness of the Company Borrower or any of its Article VII Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Article VII Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Article VII Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors (excluding any dissolution or similar proceeding liquidation permitted under Section 6.10 hereof) or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Article VII Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Article VII Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Article VII Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company 7.8. The Borrower or any of its Article VII Subsidiaries shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess (to the extent not fully covered by insurance) of $75,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Article VII Subsidiaries to enforce any such judgment. (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $75,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other Property of the Company and its Subsidiaries so condemnedERISA Events that have occurred, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries 7.10. Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member 7.11. Except in connection with the release of any Guarantor pursuant to the terms of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled GroupGuaranty, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty Loan Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty Guaranty, or any Guarantor denies shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or gives shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower under or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 (a) Nonpayment of principal of any Loan when due, (b) nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or (c) nonpayment of interest on upon any Loan or any stated fees set forth herein or in the Fee Letters, in each case, within five (5) Business Days after the same become due and (d) nonpayment of any facility fee, LC Fee or any other payment obligations under this Agreement or any of the Loan Documents within three Business Days thirty (30) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)become due. 7.3 (a) The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.36.3 or 6.16, 6.4(b) the breach by the Borrower of any of the terms or provisions of Section 6.1.1, 6.56.1.2, 6.1.3, or 6.1.8 which is not remedied within five (5) Business Days after written notice thereof is given by the Agent or a Lender to the Borrower or (c) the breach by the Borrower of any of the terms or provisions of Section 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.14 or 6.19 which is not remedied within three 6.15 after the earlier of (i) five (5) Business Days after written notice from thereof is given by the AgentAgent or a Lender to the Borrower and (ii) the date an Authorized Officer becomes aware of such Default. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from thereof is given by the AgentAgent or a Lender to the Borrower. 7.5 (a) Failure of the Company Borrower or any of its Subsidiaries Subsidiary to pay when due (beyond the applicable grace period with respect thereto, if any) any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or (b) the default by the Company Borrower or any of its Subsidiaries Subsidiary shall default (after giving effect to any applicable grace period) in the observance or performance of any term, provision covenant or condition contained in any agreement under which any relating to such Material Indebtedness was created or is governedand, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to causeas a result thereof, such Material Indebtedness is declared or becomes due or is required to become due be repaid or redeemed prior to its stated maturity; or any Material Indebtedness of the Company . 7.6 The Borrower or any of its Material Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vi) fail to contest in good faith in a timely manner any appointment or proceeding described in Section 7.77.7 or (vii) fail to pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Material Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 ninety (90) consecutive days. 7.8 Any court, government A judgment or governmental agency other court order for the payment of money in excess of $40,000,000 shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all be rendered against the Borrower or any portion Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the Property of the Company aggregate reasonably be expected to result in a Material Adverse Effect or any of its Subsidiaries which, when taken together Reportable Event shall occur in connection with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and Plan that could reasonably be expected to have a Material Adverse Effect. 7.9 7.10 Any Change in Control shall occur. 7.11 The Company Borrower or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to pay when due after the expiration Section 4201 of any applicable grace period ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $65,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess of $1,000,000. 7.11 The occurrence of any Change reorganization or being terminated have been or will be increased, in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a partyaggregate, or gives notice over the amounts contributed to such effectMultiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $65,000,000. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Loan Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or Borrower to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Loan Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Loan, any Letter of Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any or Reimbursement Obligation within one Business Day after the same becomes when due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee commitment fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.19, 6.21, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28 or 6.19 6.30; or the breach by the Borrower of any of the terms and conditions of Section 6.1, 6.3, 6.6, 6.9 or 6.29 which is not remedied within three Business Days after written notice from the Agentten days. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAgent or the Required Lenders. 7.5 (i) Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness (other than Indebtedness owing by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or another Subsidiary and other than Rate Management Obligations (valued by reference to the Obligations) outstanding in a principal amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 (“"Material Indebtedness”"); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries then outstanding in a principal amount in excess of $2,500,000 shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment and other than in connection with the refinancing of the Bridge Loan with the proceeds of Permitted Subordinated Indebtedness) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due; or (ii) the occurrence of an early termination under any Rate Management Transaction resulting from (A) any event of default under such Rate Management Transaction as to which the Borrower or any Subsidiary is the defaulting party or (B) any termination event as to which the Borrower or any Subsidiary is an affected party and, in either event, the termination value or other similar obligation owed by the Borrower or such Subsidiary as a result thereof is in excess of $5,000,000 and remains unpaid. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Material Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file (by the deadline for such filing) an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith and in a reasonably timely manner any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Material Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Material Subsidiaries and in each case such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money (except to the extent covered by insurance as to which the insurer has not disclaimed coverage) in excess of $5,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith in a reasonably timely manner. 7.10. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to have a Material Adverse Effect. 7.9 7.11. The Company Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount which could reasonably be expected to have a Material Adverse Effect. 7.12. The Borrower or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for (i) be the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration subject of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA order by any member of the Controlled Group, any plan administrator Governmental Authority or any combination judicial determination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject pertaining to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted release by the terms of this Agreement or any Collateral DocumentBorrower, or, due to any action by the Company or any of its Subsidiaries not consented or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect, taking into account amounts to be paid by the Required Lenders, any third parties. 7.13. Any Change in Control shall occur. 7.14. Any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company Borrower or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document. 7.15. Any Guarantor shall take any action to revoke or discontinue or to assert the invalidity or unenforceability of any Guaranty, or the Company or any Guarantor shall fail deny that is has any further liability under any Guaranty to comply with any of the terms which it is a party, or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentshall give notice to such effect.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be prove to have been materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one three Business Day Days after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The material breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Article VI Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18, 6.19, 6.20, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29, 6.30,or 6.31. 7.4 7.4. The material breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to other than the amount of the Net ▇▇▇▇-to-Market ExposureObligation) aggregating in excess of $15,000,000 1,000,000 (“"Material Indebtedness”"); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the federal bankruptcy Laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the federal bankruptcy Laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, Law relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Guarantor, the Borrower and their Subsidiaries which, when taken together with all other Property of the Company Guarantor, the Borrower and its their Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion unless Outstanding Credit Exposure is contemporaneously reduced by the Release Price determined in connection therewith by the Required Lenders. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $100,000 or any Reportable Event shall occur in connection with any Plan. 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan, if any, that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $100,000 or requires payments exceeding $100,000 per annum. 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan, if any, is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $100,000. 7.13. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the Release by the Borrower, any of its Subsidiaries or any other Person of any Hazardous Substance into the environment, or (ii) violate any Applicable Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries 7.14. Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 7.15. The occurrence of any Change "default", as defined in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Loan Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lenderthis Agreement) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with breach of any of the terms or provisions of any Collateral Loan Document if the failure (other than this Agreement), which default or breach continues beyond any period of grace provided for in the applicable Collateral Documenttherein provided.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made (or deemed made pursuant to Article IV) by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders Lenders, the Issuer or the Agent in any Loan Document, under or in connection with this Agreement, any Loan, any Facility Letter of Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agent(or deemed made). 7.2 Nonpayment of principal of any Loan when due, nonpayment Note or of any Reimbursement Obligation within one Business Day after when due (or in the same becomes duecase of any Reimbursement Obligation due pursuant to Section 2.3.5(a)(ii)(B), upon demand), or nonpayment of interest on upon any Loan Note or of any facility fee, LC agent fee, Issuance Fee or any other payment obligations (other than Reimbursement Obligations which have been converted into Advances pursuant to Section 2.3.5(a)(ii)(A)) under any of the Loan Documents within three Business Days (3) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.56.6, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.19, 6.20, 6.23 and 6.24. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen (15) days after written notice from the Agent. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount any of the Net ▇▇▇▇-to-Market Exposure) aggregating Lenders or any other Indebtedness in excess of of, singly or in the aggregate, $15,000,000 250,000 (“any such Indebtedness being herein defined as "Material Indebtedness”"); or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws or future law the laws of any jurisdiction, domestic or foreign, other jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtorsdebtors as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws or future law the laws of any jurisdiction, domestic or foreign, other jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, debtors as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “"Condemnation”"), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion Portion. 7.9 The Borrower or any of its Subsidiaries fail to pay, bond or otherwise discharge within thirty (30) days any judgment or order for the payment of money in excess of, singly or in the aggregate, $500,000, which is not stayed on appeal or otherwise being appropriately contested in good faith and as to which no enforcement actions have been commenced. 7.10 Any Reportable Event shall occur in connection with any Benefit Plan which could result in liability to Borrower in excess of $100,000 or a Control Group Member has terminated a Single Employer Plan that could result in the imposition of a Lien on the property of Alleghany, the Borrower or any Subsidiary in excess of $500,000. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $500,000. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $100,000. 7.13 The Borrower or any Subsidiary shall terminate a Benefit Plan resulting in Unfunded Liabilities to the Borrower in excess of $100,000. 7.14 The Borrower or any Subsidiary shall incur liability for a violation of ERISA or the Code with respect to any Benefit Plan which exceeds $100,000. 7.15 The Borrower or any of its Subsidiaries shall be the subject of any proceeding pertaining to the release by the Borrower or any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company 7.16 Any Change in Control shall occur, except such Change in Control consented to by the Agent and all Lenders. 7.17 Nonpayment by the Borrower or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge of any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay Rate Hedging Obligation when due after or the expiration of any applicable grace period an amount default or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted breach by the terms of this Agreement or any Collateral Document, or, due to any action by the Company Borrower or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Documentterm, provision or condition contained in any Rate Hedging Agreement, which default or breach continues (without being waived) beyond any period of grace therein provided. 7.18 The occurrence of any "default", as defined in any Loan Document (other than this Agreement or the Company Notes) or any Guarantor shall fail to comply with the breach of any of the terms or provisions of any Collateral Loan Document if the failure (other than this Agreement), which default or breach continues beyond any period of grace therein provided and has not been waived. 7.19 The subordination provisions of any agreement or instrument governing any Subordinated Debt is for any reason revoked or invalidated, or otherwise cease to be in full force and effect, any Person contests in any manner the applicable Collateral Documentvalidity or enforceability thereof or denies that it has any further liability or obligation thereunder, or the Indebtedness hereunder is for any reason subordinated or does not have the priority contemplated by this Agreement or such subordination provisions.

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by the Company or its Subsidiaries on behalf of any Borrower or any Subsidiary to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor confirmed. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of due or (ii) any Reimbursement Obligation within one Business Day after the same becomes dueObligation, interest upon any Loan, any commitment fee or LC Fee, or nonpayment of interest on any Loan or of any facility fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five (5) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18, 6.19, 6.20, 6.22, 6.23, 6.24 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.25. 7.4 7.4. The breach by any Borrower or any Guarantor (other than a breach which constitutes a an Event of Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after the Parent’s receipt of written notice of such breach from the AgentAdministrative Agent or a Lender. 7.5 7.5. Failure of the Company any Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company any Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company any Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company any Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company 7.6. Any Borrower or any of its Subsidiaries, Active Subsidiary shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of the Property of the Parent and its PropertySubsidiaries, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or other organizational action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7; provided, however, that should three (3) or more Subsidiaries that are not Active Subsidiaries be subject to events, occurrences or actions set forth in this Section 7.6, an Event of Default shall be deemed to have occurred hereunder. 7.7 7.7. Without its the application, approval or consentconsent of the relevant Borrower or Active Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company such Borrower or any of its Subsidiaries Active Subsidiary or any Substantial Portion of their respective such Person’s Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company such Borrower or any of its Subsidiaries Active Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 thirty (30) consecutive days; provided, however, that should three (3) or more Subsidiaries that are not Active Subsidiaries be subject to events, occurrences or actions set forth in this Section 7.7, an Event of Default shall be deemed to have occurred hereunder. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company any Borrower or any of its Subsidiaries Active Subsidiary which, when taken together with all other Property of the Company Borrowers and its Active Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and could Portion; provided, however, that should three (3) or more Subsidiaries that are not Active Subsidiaries be subject to events, occurrences or actions set forth in this Section 7.8, an Event of Default shall be deemed to have occurred hereunder. 7.9. Any Borrower or Active Subsidiary shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $20,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith; provided, however, that should three (3) or more Subsidiaries that are not Active Subsidiaries be subject to events, occurrences or actions set forth in this Section 7.9, an Event of Default shall be deemed to have occurred hereunder. 7.9 The Company (a) With respect to a Plan, a Borrower or any of its Subsidiaries shall fail within 90 days an ERISA Affiliate is subject to pay, bond or otherwise discharge any judgment or order for the payment of money a lien in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 20,000,000 pursuant to Section 430(k) of the Controlled Group shall fail to pay when due after the expiration Code or Section 302(c) of any applicable grace period an amount ERISA or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition (b) an ERISA Event shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementhave occurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. 7.11. Any Change in Control shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentoccur.

Defaults. The occurrence and continuance of any one or more of the following events shall constitute a Default: 7.1 7.1. Any material representation or warranty made or deemed made under Article V by the Company or its Subsidiaries any Subsidiary to the Lenders or the Agent in any Loan Document, under or in connection with any Credit Extension, this Agreement or in any certificate or information other document delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of principal of any Note, Swing Loan when due, nonpayment of any or Reimbursement Obligation within one Business Day after the same becomes when due, or nonpayment of interest on upon any Note, Swing Loan or Reimbursement Obligation or 104 of any facility fee, LC Fee fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any Borrower or any Guarantor the Company of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.56.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.176.18, 6.18 6.23, 6.24, 6.25, 6.27, ------------------------------------------------------------------------------- 6.28 and 6.34. ---- ---- 7.4. The breach by the Company of any of the terms or 6.19 provisions of Section 6.1 which is not remedied within three Business Days after written notice from fifteen days of the Agentinitial occurrence ----------- of such breach. 7.4 7.5. The breach by any Borrower or any Guarantor the Company (other than a breach which constitutes a Default under Section 7.1, 7.2 7.2, 7.3 or 7.37.4) of any of the terms or provisions of ---------------------------- this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAgent or any Lender. 7.5 7.6. Failure of the Company or any of its Subsidiaries to pay Indebtedness in an aggregate amount equal to or greater than $5,000,000 (or the Equivalent Amount of Indebtedness denominated in a currency other than Dollars) when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)due; or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, Indebtedness in such Material Indebtedness aggregate amount to become due prior to its stated maturity; or any Material Indebtedness in such aggregate amount of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or as a result of the sale of an asset securing such Indebtedness) prior to the stated maturity thereof; or the Company . 7.7. Any Borrower or any Material Subsidiary shall (i) commence a voluntary case under any bankruptcy, insolvency or other similar law as now or hereafter in effect, (ii) make an assignment for the benefit of its Subsidiaries shall not creditors, (iii) fail to pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iiiiv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization insolvency or relief of debtors, other similar law as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vvi) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 7.7 or (vivii) fail ----------- to contest in good faith any appointment or proceeding described in Section 7.7.7.8. ----------- 7.7 7.8. Without its the application, approval or consentconsent of any Borrower or any Material Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company any Borrower or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective Propertythe Property of any such Person, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Company any Borrower or any of its Subsidiaries --------------- 105 Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.9. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “"Condemnation”"), all or any portion of the Property of the Company any Borrower or any of its Subsidiaries Material Subsidiary which, when taken together with all other Property of any Borrower and the Company and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 7.10. The Company or any of its Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0005,000,000 (or the Equivalent Amount if denominated in a currency other than Dollars), which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member 7.11. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $5,500,000, or any Reportable Event shall occur in connection with any Plan which could reasonably be expected to have a Material Adverse Effect. 7.12. The Company or any of its Subsidiaries shall be the subject of any proceeding or proceedings pertaining to the spill, release or disposal by the Company or any of its Subsidiaries, or any other Person of any toxic, dangerous or hazardous waste or substance into the environment, or to any violation of any federal, state, regional, departmental or local environmental, health or safety law or regulation, which could reasonably be expected to result in total liability to the Company or any of its Subsidiaries, in the aggregate, in excess of a Substantial Portion. 7.13. The obligations of the Controlled Group Company under Article IX hereof shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to ---------- remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any of such obligations, or the Company shall deny that it has any further liability under such Article IX, or ---------- shall give notice to such effect. 7.14. Any Change in Control shall occur. 7.15. At any time, for any reason, (i) any Loan Document as a whole that materially affects the ability of the Agent, or any of the Lenders to enforce the Obligations or enforce their rights against the Collateral Documentceases to be in full force and effect or the Company or any of its Subsidiaries party thereto seeks to repudiate its obligations thereunder and the Liens intended to be created thereby are, or the Company or any Guarantor shall fail such Subsidiary seeks to comply render such Liens, invalid and unperfected, or (ii) Liens on Collateral with any a Fair Market Value in excess of $1,000,000 in favor of the terms Agent contemplated by the Loan Documents shall, at any time, for any reason, be invalidated or provisions of any Collateral Document if otherwise cease to be in full force and effect, or such Liens shall not have the failure continues beyond any period of grace provided priority contemplated by this Agreement or the Loan Documents and such situation contemplated by this subclause (ii) shall continue for in the applicable Collateral Document.five (5) Business Days. -------------- 106

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, any Letter of Credit, any Guaranty or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of principal of any Loan or Note or L/C Obligation when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or Note or of any facility fee, LC Fee commitment fee or any other payment obligations under any of the Loan Documents within three five Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of its Subsidiaries of any of the terms or provisions of Sections Section 6.1, 6.2, 6.3, 6.4, 6.56.3(a), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.176.18, 6.18 6.19, 6.20, 6.21, 6.22, 6.23, or 6.19 which is not remedied within three Business Days after written notice from the Agent6.24. 7.4 7.4. The breach by any the Borrower or any Guarantor of its Subsidiaries (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after receipt of written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness equal to or Rate Management Obligations (valued by reference to exceeding $25,000,000 in the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)aggregate when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness equal to or exceeding $25,000,000 in the aggregate was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness evidenced by or relating to the 2013 Subordinated Notes, the 2015 Subordinated Notes, the 2020 Subordinated Notes, the 2025 Subordinated Convertible Notes, the 2035 Convertible Notes, the Trust PIERS, the New Trust PIERS, or any Permitted Subordinated Debt, or any other Indebtedness of the Company Borrower or any of its Subsidiaries equal to or exceeding $25,000,000 in the aggregate (assuming a full draw in the case of any revolving facility (other than Revolving Commitments and Revolving Loans in respect of this Agreement)), shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) ), or shall become mandatorily redeemable, prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (ia) have an order for relief entered with respect to it under the United States bankruptcy laws as now or hereafter in effect or cause or allow any existing similar event to occur under any bankruptcy or future similar law or laws for the relief of debtors as now or hereafter in effect in any other jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator liquidator, monitor or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the United States bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or any of its property or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or compromise of debt or relief of debtors as now or similar proceeding hereafter in effect in any jurisdiction, or any organization, arrangement or compromise of debt under the laws of its jurisdiction of incorporation or fail to promptly file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vif) fail to contest in good faith faith, or consent to or acquiesce in, any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, custodian, trustee, examiner, liquidator or similar official shall be appointed (either privately or by a court) for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each each, a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any 7.9. Any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member 25,000,000 in the aggregate shall be rendered against the Borrower or any Subsidiary of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it Borrower, and either (i) enforcement proceedings shall have become liable to pay under Title IV of ERISA; been commenced by any creditor upon such judgment or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 order or (a “Material Plan”ii) there shall be filed under Section 4041(c) a period of ERISA by any member 60 consecutive days during which a stay of the Controlled Groupenforcement of such judgment or order, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would a pending appeal or otherwise, shall not be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document 7.10. An ERISA Event shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreementhave occurred that, in any Collateral purported to be covered thereby, except as permitted by the terms opinion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document when taken together with other ERISA Events that have occurred, could reasonably be expected to result in liability to the Borrower and the Subsidiaries in an aggregate amount exceeding $15,000,000. 7.11. Any non-monetary judgment or order shall fail to remain in full force or effect be rendered against the Borrower or any action Subsidiary of the Borrower that could reasonably be expected to have a Material Adverse Effect, and there shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any a period of grace provided for 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in the applicable Collateral Documenteffect.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information document delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from the AgentAdministrative Agent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) Debt aggregating in excess of $15,000,000 10,000,000 (“"Material Indebtedness”Debt"); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness Debt was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness Debt to cause, such Material Indebtedness Debt to become due prior to its stated maturity; or any Material Indebtedness Debt of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) in excess of $10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $20,000,000 or any Reportable Event shall occur in connection with any Plan. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $10,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $10,000,000. 7.13 The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries 7.14 Any Change in Control shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealoccur. 7.10 Any member of the Controlled Group 7.15 The representations and warranties set forth in Section 5.15 shall fail to pay when due after the expiration of at any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall time not be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000true and correct. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any other Loan Document, in connection with any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of (a) any principal of any Loan Note when due, nonpayment of or (b) any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility fee, LC Fee Note or any commitment fee or other payment fee or obligations under any of the Loan Documents within three Business Days five (5) days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections SECTION 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, SECTION 6.3(a) or SECTIONS 6.10 THROUGH 6.16 or SECTIONS 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agentthrough 6.22. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section SECTIONS 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 twenty (20) days after written notice from the AgentAgent or any Lender. 7.5 Failure of 7.5. The default by the Company Borrower or any of its Subsidiaries to pay when due (or, at any Indebtedness or Rate Management Obligations (valued time the Borrower is a Subsidiary of Parent, by reference to the amount of the Net ▇▇▇▇-to-Market ExposureParent) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any Funded Indebtedness aggregating in excess of $2,000,000 ($10,000,000 in the case of Parent and $20,000,000, or such Material Indebtedness lower cross-default threshold amount as is provided in the SOMSC Credit Agreements, in the case of SOMSC) was created or is governed, or the occurrence of any other event shall occur or condition existexistence of any other condition, the effect of any of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Funded Indebtedness to cause, such Material Funded Indebtedness to become due prior to its stated maturity; or any Material such Funded Indebtedness of the Company or Borrower, any of its Subsidiaries or Parent shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6. The Borrower or any of its Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or SECTION 7.6, (vif) fail to contest in good faith any appointment or proceeding described in Section 7.7SECTION 7.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Significant Subsidiaries or any Substantial Portion substantial portion of their respective its Property, or a proceeding described in Section 7.6(ivSECTION 7.6(d) shall be instituted against the Company Borrower or any of its Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 sixty (60) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 7.8. The Company Borrower or any of its Subsidiaries shall fail within 90 thirty (30) days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0001,000,000 (or multiple judgments or orders for the payment of an aggregate amount in excess of $5,000,000), which is not stayed on appealappeal or otherwise being appropriately contested in good faith and as to which no enforcement actions have been commenced. 7.10 7.9. Any member of the Controlled Group Change in Control shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000occur. 7.11 7.10. The occurrence of any Change "default", as defined in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Loan Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, Notes) or the Company or any Guarantor shall fail to comply with breach of any of the terms or provisions of any Collateral Loan Document if (other than this Agreement or the failure Notes), which default or breach continues beyond any period of grace provided therein provided. 7.11. Any License of any Insurance Subsidiary (a) shall be revoked by the Governmental Authority which issued such License, or any action (administrative or judicial) to revoke such License shall have been commenced against such Insurance Subsidiary and shall not have been dismissed within thirty (30) days after the commencement thereof, (b) shall be suspended by such Governmental Authority for a period in excess of thirty (30) days or (c) shall not be reissued or renewed by such Governmental Authority upon the expiration thereof following application for such reissuance or renewal of such Insurance Subsidiary, which, in any case, could reasonably be expected to have a Material Adverse Effect. 7.12. Any Insurance Subsidiary shall be the subject of a final non-appealable order imposing a fine by or at the request of any state insurance regulatory agency as a result of the violation by such Insurance Subsidiary of such state's applicable Collateral Documentinsurance laws or the regulations promulgated in connection therewith which could reasonably be expected to have a Material Adverse Effect. 7.13. Any Insurance Subsidiary shall become subject to any conservation, rehabilitation or liquidation order, directive or mandate issued by any Governmental Authority or any Insurance Subsidiary shall become subject to any other directive or mandate issued by any Governmental Authority in either case which could reasonably be expected to have a Material Adverse Effect and which is not stayed within thirty (30) days.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or its Subsidiaries any Subsidiary to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (a) principal of any Loan when due, nonpayment of (b) any Reimbursement Obligation within one Business Day after the same becomes duedue or (c) interest upon any Loan, or nonpayment of interest on any Loan or of any facility feeCommitment Fee, LC Facility Fee or any other payment obligations Obligations under any of the Loan Documents within three Business Days (3) days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of any of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 ‎6.1 through ‎6.3 or 6.19 which is not remedied within three Business Days after written notice from the Agentany of Sections ‎6.10 through‎ 6.27. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 of this Article ‎VII) or 7.3) any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within 15 thirty (30) days after the earlier to occur of (a) written notice from the AgentAdministrative Agent or any Lender to the Borrower or (b) an Authorized Officer of the Borrower otherwise become aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries Subsidiary to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference to beyond the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”applicable grace period with respect thereto, if any); or the default by the Company Borrower or any of its Subsidiaries Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that this Section 7.5 shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder. 7.6 The Company 7.6. Any Credit Party or any of its Subsidiaries, Material Subsidiary shall (ia) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorsDebtor Relief Law, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, 12660163v2 liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing Debtor Relief Law or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding Debtor Relief Law or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 ‎7.6 or (vif) fail to contest in good faith any appointment or proceeding described in Section 7.7‎7.7. 7.7 Without its application, approval or consent, a 7.7. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company any Credit Party or any of its Subsidiaries Material Subsidiary or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv‎7.6(d) shall be instituted against the Company any Credit Party or any of its Subsidiaries Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of its Borrower and the Subsidiaries which, when taken together with all other Property of the Company Borrower and its the Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion Portion. 7.9. The Borrower or any Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $20,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (excluding the amount of any insurance coverage by insurance companies with the financial ability to pay the same and who have agreed in writing to cover the applicable claim(s)), or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not (i) stayed on appeal or otherwise being appropriately contested in good faith or (ii) paid in full by third-party insurers under the Borrower’s or any Subsidiary’s insurance policies. 7.9 7.10. The Company Unfunded Liabilities of all Single Employer Plans shall exceed $20,000,000 in the aggregate, or any of its Subsidiaries Reportable Event shall fail within 90 days to pay, bond or otherwise discharge occur in connection with any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appealPlan. 7.10 7.11. [Reserved] 7.12. Any Change in Control shall occur. 7.13. The Borrower or any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to pay when due after the expiration Section 4201 of any applicable grace period ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $20,000,000 or requires payments exceeding $20,000,000 per annum. 7.14. The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased, in the aggregate, over the amounts contributed to such Multiemployer Plans for the 12660163v2 respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,00020,000,000. 7.11 7.15. The occurrence Borrower or any Subsidiary shall (a) be the subject of any Change in Control. 7.12 Any Guaranty shall fail proceeding or investigation pertaining to remain in full force or effect the release by the Borrower or any action shall be taken to discontinue Subsidiary or assert the invalidity or unenforceability any other Person of any Guaranty toxic or hazardous waste or substance into the indoor or outdoor environment, or (b) violate any Environmental Law, which, in the case of an event described in clause ‎(a) or clause ‎(b), has resulted in liability to the Borrower or any Guarantor denies that it has Subsidiary in an amount equal to $20,000,000 (excluding the amount of any further insurance coverage by insurance companies with the financial ability to pay the same and who have agreed in writing to cover the applicable claim(s)) or more, which liability under any Guaranty to which it is a partynot paid, bonded or gives notice to such effect. 7.13 Any Collateral Document shall for any reason otherwise discharged (other than solely as the result of an act by a Facility LC) within 60 days or omission of the Agent or a Lender) fail to create a valid which is not stayed on appeal and perfected first priority security interest, subject to the Intercreditor Agreement, being appropriately contested in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral good faith. 7.16. Any Loan Document shall fail to remain in full force or effect against the Borrower or any Subsidiary, or the Borrower or any Subsidiary shall assert that its obligations thereunder are discontinued, invalid or unenforceable for any reason or any action shall be taken by the Company or any of its Subsidiaries not consented shall fail to by the Required Lenders be taken to discontinue or to assert the invalidity or unenforceability of, or which results in the discontinuation or invalidity or unenforceability of, any Loan Document. 7.17. An event (such event, an “Off-Balance Sheet Trigger Event”) shall occur which (a) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Borrower or any Affiliate of the Borrower to require the amortization or liquidation of such Off Balance Sheet Liabilities as a result of the non-payment of any Collateral DocumentOff-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $10,000,000 and (x) such Off-Balance Sheet Trigger Event shall not be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the Company amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, (b) results in the termination of reinvestments of collections or proceeds of receivables and related assets under the agreements evidencing such Off-Balance Sheet Liabilities, or (c) causes or otherwise permits the replacement or substitution of the Borrower or any Guarantor Affiliate thereof as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section ‎7.17 shall fail not apply on any date with respect to comply with (i) any voluntary request by the Borrower or an Affiliate thereof for an above-described amortization, liquidation, or termination of reinvestments so long as the aforementioned investors or purchasers cannot independently require on such date such amortization, liquidation or termination of reinvestments or (ii) any scheduled amortization or liquidation at the stated maturity of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentfacility evidencing such Off Balance Sheet Liabilities.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any other Facility Document, any Letter of Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any Loan other Facility Document shall be false in any material respect on the date as of which made and shall not be remedied or deemed made. 7.2 Nonpayment of (a) any principal of any Reimbursement Obligation when due, or (b) any interest upon any commitment or other fee or obligations under any of the Facility Documents within three Business Days five (5) days after written notice from the Agent. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on any Loan or of any facility fee, LC Fee Administrative Agent or any other payment obligations under any of the Loan Documents within three Business Days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)Lender. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 2.8, 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, Sections 6.10 through 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 Sections 6.15 through 6.20 or 6.19 which is not remedied within three Business Days after written notice from the AgentSections 6.22 through 6.23. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section Sections 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days (or in the case of Section 6.14, ten (10) days) after the Borrower has knowledge thereof or written notice from the AgentAdministrative Agent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)2,500,000 when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or the occurrence of any other event shall occur or condition existexistence of any other condition, the effect of any of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company . 7.6 The Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or 7.6, (vif) fail to contest in good faith any appointment or proceeding described in Section 7.77.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 thirty (30) consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (a) final, nonappealable judgments or orders for the payment of money in excess of $2,500,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) final, nonappealable nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Reportable Event shall occur in connection with any Plan. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $2,500,000. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $2,500,000. 7.13 The Borrower or any of its Subsidiaries shall (a) be the subject to any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or (b), could reasonably be expected to have a Material Adverse Effect. 7.9 7.14 Any Change in Control shall occur. 7.15 The Company occurrence of any “default”, as defined in any Facility Document (other than this Agreement) or the breach of any of the terms or provisions of any Facility Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16 There shall occur a change in the business, Property, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries which has a Material Adverse Effect. 7.17 The Borrower or any of its Subsidiaries shall fail within 90 days incurs or becomes subject to payaction or threatened action of any Governmental Authority, bond including, without limitation, a fine, penalty, cease and desist order or otherwise discharge any judgment revocation, suspension or order for limitation of a License, the payment effect of money in excess of $15,000,000, which is not stayed on appealcould reasonably be expected to have a Material Adverse Effect. 7.10 7.18 Any member of the Controlled Group Security Document shall for any reason fail to pay when due after create a valid and perfected, first priority security interest in any collateral purported to be covered thereby, except as permitted by the expiration terms of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Groupsuch Security Document, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminateFacility Document, to impose liability (other than for premiums under Section 4007 of ERISA) in respect ofonce executed, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Facility Document, or . 7.19 Lloyd’s shall draw under a Letter of Credit except as permitted by the Company or any Guarantor shall fail to comply with any terms of the Lloyd’s Comfort Letter or Lloyd’s shall advise that it will not abide by the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral DocumentLloyd’s Comfort Letter.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one two Business Day Days after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility feeCommitment Fee, LC Fee or any other payment obligations Obligations under any of the Loan Documents within three five (5) Business Days after the same such interest, fee or other Obligation becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29 and 6.30. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of (i) this Agreement or (ii) any other Loan Document (beyond the applicable grace period with respect thereto, if any), in each case which is not remedied within 15 thirty (30) days after the earlier to occur of (x) written notice from the AgentAdministrative Agent or any Lender to the Borrower or (y) an Authorized Officer otherwise become aware of any such breach. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Material Indebtedness or Rate Management Obligations (valued by reference subject to any applicable grace period with respect thereto, if any, set forth in the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness Agreement evidencing such Material Indebtedness”)) which failure has not been (i) timely cured or (ii) waived in writing by the requisite holders of such Material Indebtedness; or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created Agreement and such default has not been (x) timely cured or is governed(y) waived in writing by the requisite holders of the Material Indebtedness in respect thereof, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolutiondissolution (except as permitted by Section 6.4), winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith or otherwise not covered by a creditworthy insurer or indemnitor. 7.10 Any member Plan shall incur an accumulated funding deficiency (as defined in Section 412(a) of the Code) whether or not waived; or the Borrower shall fail, or permit any Controlled Group shall fail member to pay when due after the expiration of fail, to make a required installment or any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed other required payment under Section 4041(c412 of the Code on or before the due date for such installment or payment which could result in the imposition of a lien under Section 412(n) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Code. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility commitment fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.18.1, 6.18.2, 6.18.3, 6.19, or 6.19 which is not remedied within three Business Days after written notice from the Agent6.20. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article 7) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the Agent unless such default, in the reasonable discretion of the Lender, adversely and imminently affects the ability of the Lenders to collect the Obligations, in which case, such Default shall be cured within five days after written notice from the Agent. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”); or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedAgreement, or any other event shall occur or condition exist, the effect of which in the case of any such default default, event or event condition is to cause, or to permit the holder or holders holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturitymaturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. There shall occur under any Rate Management Transaction, an early termination date (as provided for in any agreement with respect to such Rate Management Transaction) resulting from (a) any default under such agreement as to which the Borrower or any Subsidiary is the defaulting party (as determined in accordance with such agreement); or (b) any termination event (as determined in accordance with such agreement) as to which the Borrower or any Subsidiary is an affected party (as defined in said agreement), and in either event, the Rate Management Obligations of the Borrower or such Subsidiary as a result thereof is $5,000,000 or more. 7.7. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (ia) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 7.7 or (vif) fail to contest in good faith any appointment or proceeding described in Section 7.77.8. 7.7 7.8. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv7.7(d) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 30 consecutive days. 7.8 7.9. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.10. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is judgment(s), in any such case, is/are not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 (i) Any member of Reportable Event shall occur in connection with any Plan; (ii) the Controlled Group Borrower or any Subsidiary shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or file a notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminateterminate a Plan or Plans having aggregate Unfunded Liabilities of all Single Employer Plans attributable to the Borrower or any Subsidiary in excess of $5,000,000 (collectively, a "Material Plan"); (iii) any plan administrator or the PBGC shall institute proceedings under Title IV of ERISA to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, terminate or to cause a trustee to be appointed to administer any Material Plan; (iv) a proceeding shall be instituted by a fiduciary of any Material Plan against the Borrower or any Subsidiary to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30 days thereafter; or (v) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; . 7.12. Any Change in Control shall occur. 7.13. The Borrower or there any other member of the Controlled Group shall occur have been notified by the sponsor of a complete Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or partial any other member of the Controlled Group as withdrawal from, liability (determined as of the date of such notification) which could reasonably be expected to have a Material Adverse Effect. 7.14. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a defaultMultiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount which could reasonably be expected to have a current payment obligation in excess of $1,000,000Material Adverse Effect. 7.11 7.15. The occurrence of any Change "default", as defined in Controlany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.12 7.16. Any Guaranty shall fail to remain is not in full force or and effect with respect to all parties thereto, or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty or any Guarantor denies shall deny that it has any further liability under any Guaranty to which it is a party, party or gives shall give notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, any Facility Letter of Credit, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of principal of any Loan Note when due, ; nonpayment of any Reimbursement Obligation within one Business Day after the same becomes when due, ; or nonpayment of interest on upon any Loan Note or of any facility fee, LC Fee fee or any other payment obligations obligation under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 6.17 or 6.19 which is not remedied within three Business Days after written notice from the Agent6.18. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 fifteen days after the earlier to occur of (i) receipt of written notice from the AgentAgent or any Lender or (ii) the date the Borrower becomes aware of any such breach. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 (“Material Indebtedness”)5,000,000 in the aggregate when due; or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness in excess of $5,000,000 in the aggregate was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness in excess of $5,000,000 in the aggregate of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty that constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any portion of its Property that constitutes a Substantial Portion of their respective PropertyPortion, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 7.8. Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “"Condemnation”"), all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse EffectPortion. 7.9 7.9. The Company Borrower or any of its Subsidiaries shall fail within 90 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,0005,000,000, which is not stayed on appealappeal or otherwise being appropriately contested in good faith. 7.10 Any member 7.10. The Borrower or any of its Subsidiaries shall be the Controlled Group shall fail to pay when due after the expiration subject of any applicable grace period an amount proceeding or amounts aggregating in excess of $1,000,000 which it shall have become liable investigation pertaining to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA the release by any member of the Controlled Group, any plan administrator Borrower or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect ofits Subsidiaries, or to cause a trustee to be appointed to administer any Material Plan; other Person of any toxic or a condition shall exist by reason of which hazardous waste or substance into the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal fromenvironment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000Material Adverse Effect. 7.11 The occurrence of any 7.11. Any Change in ControlControl shall occur. 7.12 7.12. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason 7.13. Twenty-five percent (other than solely as the result of an act 25%) or omission more of the Agent or a Lendervalue of any class of equity interests (which are not "publicly-offered securities" within the --- meaning of 29 C.F.R. Sec.2510.3-101 (b)(2)) fail to create a valid and perfected first priority security interest, subject to in the Intercreditor Agreement, in any Collateral purported to Borrower shall be covered thereby, except as permitted held by "benefit plan investors" within the terms meaning of this Agreement 29 C.F.R. Sec.2510.3-101(f). 45 7.14. The Borrower or any Collateral Document, or, due to any action by Subsidiary shall have received notice of the Company suspension or debarment of the Borrower or any of its Subsidiaries not consented to by Subsidiary from contracting with the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Documentfederal government.

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit ExtensionLoan, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 7.2. Nonpayment of principal of any Loan Note when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan Note or of any facility fee, LC Fee commitment fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 7.3. The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.2, 6.3, 6.4, 6.5, 6.3 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, or 6.17; or the breach by the Borrower of any of the terms or provisions of Sections 6.18, 6.18 6.19 or 6.19 6.20, which is not remedied within three Business Days after written notice from the Agent10 days. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty days after written notice from the AgentAgent or any Lender. 7.5 7.5. Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the with a then outstanding principal amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 5,000,000 (“Material "Major Indebtedness”); ") or the default by the Company Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Major Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Major Indebtedness to cause, cause such Material Major Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries of a then outstanding principal amount of $500,000 shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Company or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company or any of its Subsidiaries, shall (i) have an order for relief entered with respect to it under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entity, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its application, approval or consent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company or any of its Subsidiaries or any Substantial Portion of their respective Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Company or any of its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and could reasonably be expected to have a Material Adverse Effect. 7.9 The Company or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member of the Controlled Group shall fail to pay when due after the expiration of any applicable grace period an amount or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation in excess of $1,000,000. 7.11 The occurrence of any Change in Control. 7.12 Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral Document.scheduled

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Company Borrower under or its Subsidiaries to the Lenders or the Agent in any Loan Document, in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be false incorrect or untrue in any material respect on the date as of which when made and shall not be remedied within three Business Days after written notice from the Agentor deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, nonpayment of (ii) any Reimbursement Obligation within one five (5) Business Day Days after the same becomes due, or nonpayment of (iii) interest on upon any Loan or of any facility fee, LC Fee or any other payment obligations fee under any of the Loan Documents within three five (5) Business Days after the same becomes due or (unless such iv) any other obligation or liability under this Agreement or any other Loan has been rolled over as provided in this Agreement)Document within thirty (30) days after the same becomes due. 7.3 (a) The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections Section 6.2, 6.36.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, 6.4as applicable), 6.56.4 (with respect to the Borrower's or any Material Subsidiary's existence), 6.10, 6.11, 6.12, 6.13, 6.13 or 6.14, 6.15(b) the breach by the Borrower of any of the terms or provisions of Section 6.1.1, 6.166.1.2, 6.176.1.3, 6.18 or 6.19 6.1.8 which is not remedied within three five (5) Business Days after written notice from thereof is given by the AgentAgent or a Lender to the Borrower or (c) the breach by the Borrower of any of the terms or provisions of Section 6.16 or 6.17 which is not remedied within five (5) Business Days after the earlier of (i) written notice is given to the Borrower by the Agent or a Lender and (ii) the date an Authorized Officer becomes aware of such Default. 7.4 7.4. The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 thirty (30) days after written notice from thereof is given by the AgentAgent or a Lender to the Borrower. 7.5 (a) Failure of the Company Borrower or any of its Subsidiaries Material Subsidiary to pay when due (after any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposureapplicable grace period) aggregating in excess of $15,000,000 (“any Material Indebtedness”); or (b) the default by the Company Borrower or any Material Subsidiary shall default (after the expiration of its Subsidiaries any applicable grace period) in the observance or performance of any term, provision covenant or condition contained in agreement relating to any agreement under which any Material Indebtedness and as a result thereof such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the Company consummation of a transaction by the Borrower or any such Subsidiary not prohibited pursuant to this Agreement; or (c) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Company Borrower or any of its Subsidiaries, Material Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against itdebtors, (v) take any formal corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 7.7. Without its the application, approval or consentconsent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Material Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 ninety (90) consecutive days. 7.8 Any court, government 7.8. A judgment or governmental agency other court order for the payment of money in excess of $65,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all be rendered against the Borrower or any portion Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9. The Unfunded Liabilities of all Single Employer Plans could in the Property of the Company aggregate reasonably be expected to result in a Material Adverse Effect or any of its Subsidiaries which, when taken together Reportable Event shall occur in connection with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion and Plan that could reasonably be expected to have a Material Adverse Effect. 7.9 7.10. Any Change in Control shall occur. 7.11. The Company Borrower or any of its Subsidiaries shall fail within 90 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any other member of the Controlled Group shall fail have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to pay when due after the expiration Section 4201 of any applicable grace period ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or amounts aggregating in excess of $1,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any other member of the Controlled GroupGroup as withdrawal liability (determined as of the date of such notification), any plan administrator exceeds $65,000,000. 7.12. The Borrower or any combination other member of the foregoing; Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be being terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) Title IV of ERISA, with respect to, one if as a result of such reorganization or more Multiemployer Plans which causes one or more termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to incur a current payment obligation all Multiemployer Plans which are then in excess reorganization or being terminated have been or will be increased, in the aggregate, over the amounts contributed to such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,00065,000,000. 7.11 The occurrence of any Change in Control. 7.12 7.13. Any Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms material portion of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document Note shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or Borrower to assert the invalidity or unenforceability of any Collateral Document, or the Company or any Guarantor shall fail to comply with any of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for in the applicable Collateral such Loan Document.

Defaults. The occurrence of any one anyone or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Company Borrower or any of its Subsidiaries to the Lenders or the Agent in any Loan Document, under or in connection with this Agreement, any Credit Extension, or in any certificate or information delivered in writing in connection with this Agreement or any other Loan Document shall be materially false in any material respect on the date as of which made and shall not be remedied within three Business Days after written notice from the Agentmade. 7.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest on upon any Loan or of any facility feeFacility Fee, LC Fee or any other payment obligations under any of the Loan Documents within three Business Days five days after the same becomes due (unless such Loan has been rolled over as provided in this Agreement)due. 7.3 The breach by any the Borrower or any Guarantor of any of the terms or provisions of Sections 6.26.2 , 6.36.3 , 6.46.9 , 6.56.11 , 6.10, 6.11, 6.126.12 , 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 , 6.19 or 6.19 6.20; or the breach by the Borrower of any of the terms or provisions of Section 6. 1 which is not remedied within three five Business Days after written notice from the AgentAgent or any Lender. 7.4 The breach by any the Borrower or any Guarantor (other than a breach which constitutes a Default under another Section 7.1, 7.2 or 7.3) of this Article VII of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 15 30 days after written notice from the AgentAgent or any Lender. 7.5 Failure of the Company Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligations (valued by reference to the amount of the Net ▇▇▇▇-to-Market Exposure) aggregating in excess of $15,000,000 5,000 000 (“Material Indebtedness”Indebtedness ); or the default by the Company Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which in the case of any such default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Company Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; , or the Company Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Company Borrower or any of its Subsidiaries, Subsidiaries shall (i) have an order for relief entered with respect to it under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtorshereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under any existing the Federal bankruptcy laws as now or future law of any jurisdiction, domestic hereafter in effect or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to adjudicate it a bankrupt or insolvent entityinsolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts or seeking similar relief under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or reorganization or relief of debtors or similar proceeding or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail fall to contest in good faith any appointment or proceeding described in Section 7.7. 7.7 Without its the application, approval or consentconsent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Company Borrower or any of its Subsidiaries or any Substantial Portion of their respective its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Company Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed un stayed for a period of 60 30 consecutive days. 7.8 Any court, government or governmental agency shall without appropriate compensation condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”)of, all or any portion of the Property of the Company or any of Borrower and its Subsidiaries which, when taken together with all other Property of the Company Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation action occurs, constitutes a Substantial Portion and Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money (except to the extent covered by insurance as to which the insurer has not disclaimed coverage) in excess of $5,000,000 (or the equivalent thereof in currencies other than U. S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.9 The Company 7.10 A Reportable Event shall occur that results in or could result in liability of the Borrower, any Subsidiary of the Borrower or their ERISA Affiliates to the PBGC or to any Plan and such Reportable Event is not corrected with ten (10) days after the occurrence thereof, or any Reportable Event shall occur which could constitute grounds for termination of any Plan of the Borrower, its Subsidiaries or their ERISA Affiliates by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer any such Plan and such Reportable Event is not corrected within ten (10) days after the occurrence thereof; or the Borrower, any Subsidiary of the Borrower or any of its Subsidiaries their ERISA Affiliates shall fail within 90 days file a notice of intent to payterminate a Plan or other proceedings shall be instituted to terminate a Plan; or the Borrower, bond or otherwise discharge any judgment or order for the payment of money in excess of $15,000,000, which is not stayed on appeal. 7.10 Any member Subsidiary of the Controlled Group Borrower or any of their ERISA Affiliates shall fail to pay when due after any liability to the expiration of any applicable grace period an amount PBGC or amounts aggregating in excess of $1,000,000 which it to a Plan; or the PBGC shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $1,000,000 (a “Material Plan”) shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or PBGC shall institute instituted proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer administer, any Material Plan of the Borrower, its Subsidiaries or their ERISA Affiliates; or any Person shall engage in a Prohibited Transaction with respect to any Plan which results in or could result in liability of the Borrower, any Subsidiary of the Borrower, any of their ERISA Affiliates, any Plan of the Borrower, its Subsidiaries or their ERISA Affiliates or fiduciary of any such Plan; or the Borrower, any Subsidiary of the Borrower or any of their ERISA Affiliates shall fail to make a condition shall exist by reason of which the PBGC would be entitled required installment or other payment to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5302(f) of ERISA or Section 412(n) of the Code, which failure results in or could result in liability of the Borrower, any Subsidiary of the Borrower or any of their ERISA Affiliates to the PBGC or any Plan; or the Borrower, any of its Subsidiaries or any of their ERISA Affiliates shall withdraw from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA; or the Borrower, any of its Subsidiaries or any of their ERISA Affiliates shall become an employer with respect to, one or more to any Multiemployer Plans which causes one or more members Plan without the prior written consent of the Controlled Group to incur a current payment obligation in excess of $1,000,000Required Lenders. 7.11 The occurrence Borrower or any of its Subsidiaries shall (i) be the subject of any Change proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in Controlthe case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect and is not remedied within 30 days. 7.12 Any Change in Control shall occur. 7.13 The Guaranty shall fail to remain in full force or effect as to any Guarantor or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty, or any Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such effect. 7.14 Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fall remain in full force or effect or any action shall be taken to discontinue or assert the invalidity or unenforceability of any Guaranty or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such effect. 7.13 Any Collateral Document shall for any reason (other than solely as the result of an act or omission of the Agent or a Lender) fail to create a valid and perfected first priority security interest, subject to the Intercreditor Agreement, in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or, due to any action by the Company or any of its Subsidiaries not consented to by the Required Lenders, any Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Company or any of its Subsidiaries not consented to by the Required Lenders to discontinue or to assert the invalidity or unenforceability of any Collateral Document, . 7.15 Nonpayment by the Borrower or any Subsidiary of any Rate Management Obligation when due or the Company breach by the Borrower or any Guarantor shall fail to comply with Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the terms or provisions of any Collateral Document if the failure continues beyond any period of grace provided for type described in the applicable Collateral Documentdefinition of “Rate Management Transactions ” whether or not any Lender or Affiliate of a Lender is a par thereto. 7.16 Borrower or any other Loan Party fails to deliver to Agent, as of the deadline specified therein, the items stated in Section 4. 1(vii).