Common use of Events of Default and Acceleration Clause in Contracts

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants contained in ss.8, 9 or 10; (d) the Borrower or any of the other Transaction Parties shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to the Borrower by the Agent; (e) any representation or warranty of the Borrower or any of the other Transaction Parties in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of the other Transaction Parties shall fail to pay at maturity, or within any applicable period of grace, any obligations for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregate, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock), evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) the Borrower or any of the other Transaction Parties shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of the other Transaction Parties and the Borrower or any of the other Transaction Parties shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the other Transaction Parties bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, any final judgment against the Borrower or any of the other Transaction Parties that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties exceeds in the aggregate $5,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded, in each case otherwise than with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISA), provided the Agent determines in its reasonable discretioN that such event (A) could be expected to result in liability of the Borrower to the PBGC or the Plan in an aggregate amount exceeding $2,000,000 and (B) could constitute grounds for the termination of such Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the appointment by a United States District court of a trustee to administer such Plan; or (iii) the institution by the PBGC of proceedings to terminate such Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment fee, Loans or any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants covenant contained in ss.8, 9 Section 7.15 or 10Section 7.16; (d) the Borrower shall fail to comply with any covenant contained in Article 9, and such failure shall continue for 45 days after written notice thereof shall have been given to the Borrower by the Agent; (e) the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere above in this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to the Borrower by the AgentSection 12); (ef) any representation or warranty of the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor in this Credit Agreement or any of the other Loan Documents Document, or in any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, any advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (fg) the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Capitalized Leasesother Indebtedness, which obligations exceed $5,000,000 in including, without limitation, the aggregatePrudential Loan, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any such borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, other Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (gh) the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor, (A) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or thereof, (B) shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (C) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any such of its Subsidiaries or the Guarantor or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five (45) 60 days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor, in each case of the foregoing in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) 60 days, whether or not consecutive, any uninsured final judgment against the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor that, with other outstanding uninsured final judgments, undischarged, against the Borrower or any of its Subsidiaries or the other Transaction Parties Guarantor exceeds in the aggregate $5,000,0005,000,000.00; (jl) if any of the Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto Guarantor or any of their respective stockholdersits holders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or thereof in any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with material respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISA), provided the Agent determines in its reasonable discretioN that such event (A) could be expected to result in liability of the Borrower to the PBGC or the Plan in an aggregate amount exceeding $2,000,000 and (B) could constitute grounds for the termination of such Plan as determined by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the appointment by a United States District court of a trustee to administer such Plan; or (iii) the institution by the PBGC of proceedings to terminate such Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) daysMajority Banks; (m) there shall occur any strikedissolution, lockouttermination, labor disputepartial or complete liquidation, embargo, condemnation, act of God merger or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility consolidation of the Borrower or the Guarantor, or any sale, transfer or other disposition of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition assets of the Borrower and or the Guarantor, other than as permitted under the terms of this Agreement or the other Transaction Parties, considered as a wholeLoan Documents; (n) there any suit or proceeding shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by be filed against the Borrower or the Guarantor or any of their respective assets which in the other Transaction Parties good faith business judgment of the Majority Banks after giving consideration to the likelihood of success of such suit or proceeding and the availability of insurance to cover any judgment with respect thereto and based on the information available to them, if such lossadversely determined, suspension, revocation or failure to renew would have a material materially adverse effect affect on the business or financial condition ability of the Borrower or the Guarantor to perform each and every one of its obligations under and by virtue of the other Transaction Parties, considered as a wholeLoan Documents; (o) the Borrower or any of the other Transaction Parties Guarantor, shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.Guarantor;

Events of Default and Acceleration. If any of the following events or conditions ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Revolving Credit Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay any interest on the Revolving Credit Loans, the commitment fee, any Letter of Credit Fee, the Agent's feeFees, or other sums due hereunder or under any of the other Loan Documents, within two three (23) Business Days after of the day on which date the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply (i) with any of its covenants contained in ss.8§§8.12, 9 (with the exception of 9.7) or 10, or (ii) within ten (10) days after the delivery dates required therein, with any of its covenants contained in §§8.4 or 8.9; (d) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. §13.1) for twenty thirty (2030) days after written notice of sucH such failure has been given to the Borrower by the Administrative Agent; (e) any representation or warranty of the Borrower or any of the other Transaction Parties its Subsidiaries set forth in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeatedrepeated (with such qualifications applicable at such time); (f) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 Leases or other Indebtedness in the aggregateaggregate amount of $20,000,000 or more, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 or other Indebtedness in the aggregate, aggregate amount of $20,000,000 or more for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; (g) the Borrower or any of the other Transaction Parties its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties its Subsidiaries or of any substantial part of the assets of the Borrower or any of the other Transaction Parties its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of the other Transaction Parties its Subsidiaries and the Borrower or any of the other Transaction Parties its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five sixty (4560) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the other Transaction Parties its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the other Transaction Parties Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) consecutive days, any final judgment against the Borrower or any of the other Transaction Parties its Subsidiaries not covered by insurance that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties its Subsidiaries not covered by insurance exceeds in the aggregate $5,000,0003,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescindedrescinded or if the Administrative Agent’s security interests, mortgages or liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties its Subsidiaries party thereto or any of their respective stockholdersmembers or stockholders (as the case may be), or any court of competent jurisdiction or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; 3,000,000, or the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,0003,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1§302(f)(1) of ERISA), provided provided, that the Administrative Agent determines in its reasonable discretioN discretion that such event (A) could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 3,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of the such Guaranteed Pension Plan; or (ii) the appointment by a United States District court Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties its Subsidiaries if such event or circumstance is not covered by business interruption insurance and would reasonably be expected to have a material adverse effect on the business or financial condition Material Adverse Effect; (m) a Change of the Borrower and the other Transaction Parties, considered as a wholeControl shall occur; (n) the sum of the outstanding amount of the Revolving Credit Loans, the Swing Line Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the lesser of (a) the Total Commitment at such time and (b) the Borrowing Base at such time and the Borrower does not remedy such situation (by payment of the amount set forth in § 3.2 or otherwise) within ten (10) days; (o) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties its Subsidiaries if such loss, suspension, revocation or failure to renew would reasonably be expected to have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeMaterial Adverse Effect; (op) the Borrower or any of the other Transaction Parties its Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which the punishment in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party Subsidiary not included in the Borrowing Base but having a fair market value in excess of $1,000,0007,000,000; or (pq) any person the number of cost equivalent units (or group CEUs) included in the fleet of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated containers owned by the Securities and Exchange Commission under said Act) of thirty percent (30%) Borrower or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of managed by the Borrower on behalf of third-parties (such CEUs to be calculated by Borrower consistently with the first current manner in which it calculates CEUs on behalf of third-party owners of fleets that it manages), shall, as of the last business day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shallany calendar month, at any time, legally or beneficially own be less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)300,000; then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Majority Banks Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided, that in the event of any Event of Default specified in ss.ss.13.1(g§§13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Administrative Agent or any BankLender.

Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable (including, without limitation, under and pursuant to Section 3.2(a) and (b)) within five (5) Business Days after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two five (25) Business Days after the day on which the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower or any of its Subsidiaries shall fail to pay any fees or other sums due hereunder or under any of the other Loan Documents, within five (5) Business Days after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; provided, that with respect to any fees or other sums due hereunder or under any of the other Loan Documents for which an invoice has been provided by the Administrative Agent but has not been received by the Borrower, the Borrower or any of its Subsidiaries shall fail to pay such fees or other sums within five (5) Business Days after notice of such failure has been given to the Borrower by the Administrative Agent; (d) the Borrower shall fail to comply with any of its covenants contained in ss.8Section 8.1, 9 the first sentence of Section 8.4.1, the first sentence of Section 8.5, Sections 9.1 through 9.6 or Section 10; (de) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. Section 13.1) for twenty thirty (2030) days after written notice of sucH such failure has been given to the Borrower by the Administrative Agent; (ef) any representation or warranty of the Borrower or any of the other Transaction Parties its Subsidiaries (whether in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement) shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (fg) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed in an aggregate principal amount in excess of $5,000,000 in the aggregate25,000,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding Leases, in an aggregate principal amount in excess of $5,000,000 in the aggregate25,000,000, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; (gh) the Borrower or any of the other Transaction Parties its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties its Subsidiaries or of any substantial part of the assets of the Borrower or any of the other Transaction Parties its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of the other Transaction Parties its Subsidiaries and the Borrower or any of the other Transaction Parties its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five sixty (4560) days following the filing thereof; (hi) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the other Transaction Parties its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the other Transaction Parties Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ij) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) sixty days, whether or not consecutive, any final judgment against the Borrower or any of the other Transaction Parties its Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties its Subsidiaries exceeds in the aggregate $5,000,00025,000,000; (jk) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (kl) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; 25,000,000, or the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,00025,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1Section 302(f)(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretioN discretion that such event (A) could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 25,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of the such Guaranteed Pension Plan; or (ii) the appointment by a United States District court Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; (lm) the Borrower or any of its Subsidiaries is obligated to repurchase $25,000,000 or more of receivables of the other Transaction Parties shall be enjoinedtype described in clause (g) of the definition of “Indebtedness” hereof, restrained whether sold under a purchase facility or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemyotherwise, or other casualty, which a termination event occurs in connection with any such case causes, for more than fifteen (15) consecutive days, the cessation sale or substantial curtailment of revenue producing activities at with respect to any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole;facility; or (n) there a Change of Control shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)occur; then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Majority Banks Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(gSections 13.1(h) or 13.1(h13.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Administrative Agent or any BankLender.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) any of the Borrower Borrowers shall fail to pay any principal of the Revolving Credit Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties Borrowers shall fail to pay any interest on the Revolving Credit Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) any of the Borrower Borrowers shall fail to comply with any of its covenants contained in ss.8ss.ss.6, 8.1, 8.2, 8.4, 8.5.1., 8.5.3, 8.5.4, 8.7, 8.9, 8.12, 8.14, 9 or 10; (d) the any Borrower or any of the other Transaction Parties its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1) for twenty fifteen (2015) days after written notice of sucH such failure has been given to the Borrower Company by the Agent; (e) any representation or warranty of the any Borrower or any of the other Transaction Parties its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the any Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation in excess of $1,000,000 for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregate, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) the any Borrower or any of the other Transaction Parties its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the any Borrower or any of the other Transaction Parties its Subsidiaries or of any substantial part of the assets of the any Borrower or any of the other Transaction Parties its Subsidiaries or shall commence any case or other proceeding relating to the any Borrower or any of the other Transaction Parties its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the any Borrower or any of the other Transaction Parties its Subsidiaries and the any Borrower or any of the other Transaction Parties its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the any Borrower or any of the other Transaction Parties its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the any Borrower or any Subsidiary of the other Transaction Parties such Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against the any Borrower or any of the other Transaction Parties its Subsidiaries that, with other outstanding final judgments, undischarged, against the such Borrower or any of the other Transaction Parties its Subsidiaries exceeds in the aggregate $5,000,0001,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the any Borrower or any of the other Transaction Parties its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Majority Banks shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of the any Borrower or any of its Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000 and (B) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) or a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; or (iii) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (l) the any Borrower or any of the other Transaction Parties its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any material damage to, or loss, theft or destruction of, any of the property of any Borrower or its Subsidiaries, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the any Borrower or any of the other Transaction Parties its Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the such Borrower and the other Transaction Parties, considered as a wholeor such Subsidiary; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the any Borrower or any of the other Transaction Parties its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.Subsidiary;

Events of Default and Acceleration. If any of the following events ("subject to §12.2, “Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether by mandatory prepayment, at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the commitment fee, any Letter Letters of Credit Fee, the Agent's fee, or any fees or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which Documents when the same shall become due and payable, whether by mandatory prepayment, at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with perform any of its covenants term, covenant or agreement contained in ss.8, 9 or 10§9; (d) any of the Borrower Borrower, the Guarantors or any of the other Transaction Parties their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subsections or clauses of this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to §12 or in the Borrower by the Agentother Loan Documents); (e) any representation or warranty made by or on behalf of the Borrower Borrower, the Guarantors or any of the other Transaction Parties their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases, which obligations exceed $5,000,000 in the aggregateDerivatives Contract), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases exceeding $5,000,000 in the aggregate, Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the prepayment, redemption, purchase, termination or other settlement thereof; provided, however, that the events described in this §12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in this §12.l(f), involves (i) any Recourse Indebtedness singly or in the aggregate totaling in excess of $25,000,000, or (ii) obligations for Non-Recourse Indebtedness singly or in the aggregate totaling in excess of $100,000,000.00; (g) any of the Borrower Borrower, the Guarantors, or any of the other Transaction Parties their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator liquidator, monitor, receiver, receiver-manager, or receiver of the Borrower similar official for it or any of the other Transaction Parties or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or its assets, (ii) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law Insolvency Law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if ; provided that the events described in this §12.1(g) as to any Subsidiary of the Borrower that is not a Guarantor shall not constitute an Event of Default unless the value of the assets of any such Subsidiary or Subsidiaries that is not a Guarantor (calculated, to the extent applicable, consistent with the calculation of Consolidated Total Asset Value) subject to an event or events described in §12.1(g), 12.1(h) or 12.1(i) individually exceeds $5,000,000.00 (or, if the Consolidated Tangible Net Worth equals or exceeds $750,000,000.00, $15,000,000.00) or in the aggregate exceeds $10,000,000.00 (or, if the Consolidated Tangible Net Worth equals or exceeds $750,000,000.00, $30,000,000.00); (h) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator, monitor, receiver, receiver-manager, or similar official of any of the Borrower, the Guarantors, or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower any such Person under any Insolvency Law of any jurisdiction, now or hereafter in effect, and any of the other Transaction Parties and the Borrower or any of the other Transaction Parties such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five sixty (4560) days following the filing or commencement thereof; provided that the events described in this §12.1(h) as to any Subsidiary of the Borrower that is not a Guarantor shall not constitute an Event of Default unless the value of the assets of any such Subsidiary or Subsidiaries that is not a Guarantor (calculated, to the extent applicable, consistent with the calculation of Consolidated Total Asset Value) subject to an event or events described in §12.1(g), 12.1(h) or 12.1(i) individually exceeds $5,000,000.00 (or if the Consolidated Tangible Net Worth equals or exceeds $750,000,000.00, $15,000,000.00) or in the aggregate exceeds $10,000,000.00 (or, if the Consolidated Tangible Net Worth equals or exceeds $750,000,000.00, $30,000,000.00); (hi) a decree or order is entered appointing any such a trustee, custodian, liquidator liquidator, receiver, monitor, receiver-manager, or receiver or adjudicating similar official for any of the Borrower Borrower, the Guarantors, or any of the other Transaction Parties their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Person in an involuntary case under federal bankruptcy laws any Insolvency Law; provided that the events described in this §12.1(i) as now to any Subsidiary of the Borrower that is not a Guarantor shall not constitute an Event of Default unless the value of the assets of any such Subsidiary or hereafter constitutedSubsidiaries that is not a Guarantor (calculated, to the extent applicable, consistent with the calculation of Consolidated Total Asset Value) subject to an event or events described in §12.1(g), 12.1(h) or 12.1(i) individually exceeds $5,000,000.00 (or, if the Consolidated Tangible Net Worth equals or exceeds $750,000,000.00, $15,000,000.00) or in the aggregate exceeds $10,000,000.00 (or, if the Consolidated Tangible Net Worth equals or exceeds $750,000,000.00, $30,000,000.00); (ij) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, any whether or not consecutive, one (1) or more uninsured or unbonded final judgment judgments against the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower either individually or any of the other Transaction Parties exceeds in the aggregate aggregate, exceed $5,000,00035,000,000.00 per occurrence or during any twelve (12) month period; (jk) if any of the Loan Documents or the Contribution Agreement shall be cancelleddisavowed, canceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to disavow, cancel, revoke or rescind any of the Loan Documents or the Contribution Agreement, or to contest or challenge the validity or enforceability of any of the Loan Documents or the Contribution Agreement shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto or any of their respective stockholdersGuarantors, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (kl) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs [reserved]; (m) with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Majority Lenders shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of the Borrower Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 35,000,000.00 and (Bx) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; or (iiy) a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; or (iiiz) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole[reserved]; (o) any Guarantor denies that it has any liability or obligation under the Borrower Guaranty or any other Loan Document, or shall notify the Agent or any of the other Transaction Parties shall be indicted for a state Lenders of such Guarantor’s intention to attempt to cancel or federal crime, terminate the Guaranty or any civil or criminal action other Loan Document; (p) [reserved]; (q) [reserved]; (r) REIT shall otherwise have been brought or threatened against the Borrower or fail to comply at any the other Transaction Partiestime with all requirements and Applicable Laws necessary to maintain REIT Status and shall continue to receive REIT Status; (s) REIT shall fail to comply, a punishment for which in any such case could include the forfeiture of material respect, with any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000SEC reporting requirements; or (pt) any person or group Change of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) Control shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)occur; then, and in any such event, so long as the same may be continuing, the Agent may, and and, upon the request of the Majority Banks shallLenders, shall by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes Notes, the Letters of Credit and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(g§§12.1(g), 12.1(h) or 13.1(h)12.1(i) shall occur with respect to the Borrower, REIT or any Subsidiary Guarantor, all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, the Borrower hereby expressly waiving any right to notice of intent to accelerate and notice of acceleration. Upon demand by the Agent or the Required Revolving Credit Lenders in their absolute and sole discretion after the occurrence and during the continuance of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any Banksuch Revolving Credit Loan will be pledged to and held by the Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. In the alternative, if demanded by the Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, the Borrower will deposit into the Collateral Account and pledge to the Agent cash in an amount equal to the amount of all undrawn Letters of Credit. Such amounts will be pledged to and held by the Agent for the benefit of the Revolving Credit Lenders as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. Upon any draws under Letters of Credit, at the Agent’s sole discretion, the Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations and Hedge Obligations or if there are no outstanding Obligations and Hedge Obligations and the Revolving Credit Lenders have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the Borrower will be released to the Borrower.

Events of Default and Acceleration. If 8.1 The occurrence of any one or more of the following shall constitute an Event of Default hereunder: 8.1.1 Failure to make any payment of any principal, interest or other charges in respect of any of the following events Obligations within ten ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults"10) shall occur: (a) the Borrower shall fail to pay any principal days of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which the same shall become due and payable, whether at be due. 8.1.2 Default in the stated date observance or performance of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants contained in ss.8, 9 or 10; (d) the Borrower or any of the other Transaction Parties shall fail to perform any term, covenant or agreement contained of Borrower herein set forth or set forth in any of the other Loan and Security Documents or in any agreement, note or instrument heretofore, now or hereafter executed by Borrower in favor of Bank (other than those specified elsewhere set forth in this ss. 13.1Section 8.1) for twenty which is not cured within thirty (2030) days after of written notice of sucH failure has been given from Bank; 8.1.3 If any representation, warranty, certificate, schedule or other information made or furnished by Borrower herein or pursuant hereto or pursuant to the Borrower by the Agent; (e) any representation Loan and Security Documents is or warranty of the Borrower shall be incorrect, untrue or any of the other Transaction Parties in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false misleading in any material respect upon at the date when time made or given; 8.1.4 Default in the performance of any material obligations of Borrower to any third party; unless the Borrower is disputing such obligation in good faith and has set aside adequate reserves therefor; 8.1.5 Any change for any reason whatsoever in the majority ownership or control of Borrower other than as expressly permitted hereunder; 8.1.6 Loss, theft, damage or destruction of any portion of Property of Borrower for which there is either no insurance coverage or for which, in the opinion of Bank, there is insufficient insurance coverage or the making of any levy, seizure or attachment upon any portion of the property of Borrower, provided that Borrower shall not be deemed to have been made be in default of this provision if Borrower has maintained or repeatedcaused to be maintained the insurance coverage required by Section 6.2 and Section 6.3 hereof; (f) the 8.1.7 Insolvency of Borrower or any failure of the other Transaction Parties shall fail Borrower generally to pay at maturity, its debts as they come due or within any applicable period if a creditors' committee is appointed for the business of grace, any obligations for borrowed money Borrower; or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregate, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock), evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) the Borrower or any of the other Transaction Parties shall make an B▇▇▇▇▇▇▇ makes a general assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply an Order for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of the other Transaction Parties and the Borrower or any of the other Transaction Parties shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order Relief is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating with respect to Borrower under the Borrower or any of the other Transaction Parties bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties in an involuntary case under federal bankruptcy laws as now or hereafter constituted, or if a case in bankruptcy or a petition for reorganization or to effect a plan or arrangement with creditors is filed by or against Borrower; or if Borrower applies for or permits the appointment of a receiver, trustee, custodian or liquidator for any of its property or assets, or if any such receiver, trustee, custodian or liquidator is appointed for any of such property or assets; and, in the case of any one of the above actions or proceedings commenced against Borrower, such action or proceeding is not dismissed within sixty (60) days; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, any final judgment against the Borrower 8.1.8 If a proceeding is filed or any of the other Transaction Parties that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties exceeds in the aggregate $5,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded, in each case otherwise than with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf against Borrower for its dissolution or liquidation and in the event of a proceeding commenced against Borrower the same remains undismissed or unstayed for a period of sixty (60) days; or if Borrower voluntarily or any of the other Transaction Parties party thereto involuntarily dissolves or any of their respective stockholdersis dissolved, terminates or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereofterminated; (k) the 8.1.9 If Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISA), provided the Agent determines in its reasonable discretioN that such event (A) could be expected to result in liability of the Borrower to the PBGC or the Plan in an aggregate amount exceeding $2,000,000 and (B) could constitute grounds for the termination of such Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the appointment by a United States District court of a trustee to administer such Plan; or (iii) the institution by the PBGC of proceedings to terminate such Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the a final, non-appealable Court or Administrative order of any court or any administrative or regulatory agency from conducting all or any material part of its business affairs; 8.1.10 The occurrence of an Event of Default under any one or more of the Loan and such order Security Documents or under any other document, instrument or agreement now or hereafter evidencing, securing or executed in connection with any indebtedness or obligation of Borrower to the Bank; 8.1.11 The entry of a final judgment for the payment of money in excess of an aggregate of One Hundred Thousand and 00/100 ($100,000.00) Dollars shall continue in effect be rendered against the Borrower, and the same shall remain undischarged for more than a period of thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation during which execution shall not be effectively stayed; 8.1.12 The occurrence of any attachment of any deposits or substantial curtailment of revenue producing activities at any facility other property of the Borrower in the hands or any possession of the Bank, or the occurrence of any attachment of any other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition property of the Borrower in an amount exceeding One Hundred Thousand and 00/100 ($100,000.00) Dollars which shall not be discharged within thirty (30) days of the other Transaction Parties, considered as a wholedate of such attachment; (n) there shall occur the loss, suspension or revocation of, or failure 8.1.13 Default with respect to renew, any license or permit now held or hereafter acquired by the Borrower or any evidence of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition indebtedness of the Borrower and (other than to the other Transaction PartiesBank) relating to the Property, considered as a whole; (o) if the Borrower effect of such default is to accelerate the maturity of such indebtedness or any of to permit the other Transaction Parties shall be indicted for a state or federal crimeholder thereof to cause such indebtedness to become due prior to the stated maturity thereof, or if any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets indebtedness of the Borrower (other than to the Bank) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment, whether by acceleration or otherwise; 8.1.14 The Borrower attempts to assign its rights under this Agreement or any interest herein, or if the Property is conveyed or encumbered contrary to the provisions of this Agreement; 8.1.15 Any "Event of Default" as defined in the Property Ground Lease (in each case only to the extent that such other Transaction Party having a fair market value in excess Event of $1,000,000Default is not cured by any leasehold mortgagee as permitted under the Property Ground Lease) or termination of the Property Ground Lease; or (p) 8.1.16 The Property is materially damaged or destroyed by fire or other casualty or cause, and as a result thereof, Tenant has exercised any person contractual right it may have to terminate the Property Ground Lease. 8.2 If any Event of Default shall occur, then or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any timetime thereafter, legally or beneficially own less than one hundred percent (100%) of Bank may declare the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, be immediately due and payable payable, without presentmentnotice, protest, presentment or demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any BankB▇▇▇▇▇▇▇.

Events of Default and Acceleration. If any of the following events ("“Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults"”) shall occuroccur and be continuing: (a) the Borrower or any Guarantor shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties Guarantor shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Commitment Fee, the Agent's feeAdministrative Agent Fees, other fees or other sums due hereunder or under any of the other Loan Documents, within two five (25) Business Days after of the day on which date when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower (i) shall fail to comply with any of its covenants contained in ss.8§§5.4, 9 5.5, 5.10, 6 or 107 hereof, or (ii) shall fail to comply with its covenant contained in §5.6 hereof and such failure shall continue for thirty (30) days; (d) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1§12.1) for twenty thirty (2030) days after written notice of sucH such failure has been given to the Borrower by the Administrative Agent; (e) any material representation or warranty of the Borrower or any of the other Transaction Parties its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay at maturitywhen due, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Capitalized LeasesLeases or any obligations with respect to interest rate protection arrangements or exchange rate protection arrangements which, which obligations exceed $5,000,000 in the aggregate, represents Indebtedness (calculated, with respect to interest rate protection arrangements and exchange rate protection arrangements based on the notional principal amount thereof) of $50,000,000 or more, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 or evidencing any interest rate protection arrangement or exchange rate protection arrangement which in the aggregateaggregate represents Indebtedness (calculated, with respect to interest rate protection arrangements and exchange rate protection arrangements based on the notional principal amount thereof) of $50,000,000 or more, and for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (gi) the Borrower or any of the other Transaction Parties its Subsidiaries (1) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or (2) shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties its Subsidiaries or of any substantial part of the assets of the Borrower or any of the other Transaction Parties its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (3) shall take any action to authorize or in furtherance of any of the foregoing, or (ii) if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of the other Transaction Parties its Subsidiaries and shall not have been dismissed within sixty (60) days, or the Borrower or any of the other Transaction Parties its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereoftherein; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the other Transaction Parties its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the other Transaction Parties Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether or not consecutive, any final judgment against the Borrower or any of the other Transaction Parties its Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties its Subsidiaries, exceeds in the aggregate $5,000,00050,000,000; (j) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of §302(f)(1) of ERISA), shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $10,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a Lien in favor of such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (k) the holders of all or any part of the Subordinated Debt shall accelerate the maturity of all or any part of the Subordinated Debt or the Subordinated Debt shall be prepaid, redeemed or repurchased in whole or in part, or an offer to prepay, redeem or repurchase the Subordinated Debt in whole or in part shall have been made, in each case in violation of the provisions of this Credit Agreement; (l) if any of the Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISA), provided the Agent determines in its reasonable discretioN that such event (A) could be expected to result in liability of the Borrower to the PBGC or the Plan in an aggregate amount exceeding $2,000,000 and (B) could constitute grounds for the termination of such Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the appointment by a United States District court of a trustee to administer such Plan; or (iii) the institution by the PBGC of proceedings to terminate such Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower Borrowers shall fail to pay any principal of the Term Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties Borrowers shall fail to pay any interest on the Loans, the commitment fee, Term Loans or any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure continues for five (5) days; (c) the any Borrower or any Guarantor or any of their respective Subsidiaries shall fail to comply with any of its their respective covenants contained in ss.8Sections 6.01, 9 6.06,6.07, 6.12, 6.14, 6.20 or 106.21; (d) the any Borrower or any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents Document (other than those specified elsewhere in this ss. 13.1Section 9.01) and such failure continues for twenty thirty (2030) days after written notice of sucH failure has been given to the Borrower by the Agentdays; (e) any representation or warranty of the any Borrower or any of the other Transaction Parties Guarantor in this Credit Term Loan Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Term Loan Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) an "Event of Default" shall have occurred and be continuing under the Borrower or any terms of the other Transaction Parties shall fail to pay at maturity, or within any applicable period of grace, any obligations for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregate, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock), evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereofCredit Agreement; (g) the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries or of any substantial part of the properties or assets of the Borrower any Borrower. any Guarantor or any of the other Transaction Parties their respective Subsidiaries or shall commence any case or other proceeding relating to the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries and the Borrower (i) any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within forty-five continue undismissed, or unstayed and in effect, for a period of sixty (4560) days following the filing thereofdays; ; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, any final judgment against the Borrower or any of the other Transaction Parties that, with other outstanding final judgments, undischarged, against the Borrower Loan Documents or any material provision of the other Transaction Parties exceeds in the aggregate $5,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksBank any Guaranty shall be cancelled, terminated, revoked or rescinded at any time or for any reason whatsoever, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the any Borrower or any of the other Transaction Parties party thereto its Subsidiaries or any Guarantor or any of their respective stockholdersits Subsidiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; (kj) the Borrower any "Event of Default" or default (after notice and expiration of any ERISA Affiliate incurs any liability period of grace, to the PBGC or extent provided, and if none is specifically provided, then for a Guaranteed Pension Plan pursuant to Title IV period of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: thirty (i30) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISAdays after notice), as defined or provided the Agent determines in its reasonable discretioN that such event (A) could be expected to result in liability of the Borrower to the PBGC or the Plan in an aggregate amount exceeding $2,000,000 and (B) could constitute grounds for the termination of such Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the appointment by a United States District court of a trustee to administer such Plan; or (iii) the institution by the PBGC of proceedings to terminate such Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoinedLoan Documents, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)continuing; then, and in any such event, so long as the same may be continuing, the Agent Bank may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower Borrowers, declare all amounts owing with respect to this Credit Term Loan Agreement, the Notes Term Loan Note and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowereach Borrower and each Guarantor; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(gSection 9.01(g) or 13.1(hSection 9.01(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent Bank or any action by the Bank.

Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the commitment fee, any Letter Letters of Credit Fee, the Agent's fee, or any fees or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants the covenant contained in ss.8, 9 or 10§9.1 and such failure shall continue for fifteen (15) calendar days after written notice thereof shall have been given to the Borrower by the Agent; (d) the Borrower or any of the other Transaction Parties shall fail to perform any other term, covenant or agreement contained in §9; (e) the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to §12 or in the Borrower by the Agentother Loan Documents); (ef) any representation or warranty made by or on behalf of the Borrower Borrower, the Guarantors or any of the other Transaction Parties their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (fg) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of grace, any obligations principal, interest or other amount on account any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases, which obligations exceed $5,000,000 in the aggregateDerivatives Contract), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases exceeding $5,000,000 in the aggregate, Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereofthereof or require the termination or other settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve (i) Recourse Indebtedness in excess of $10,000,000, or (ii) Non-Recourse Indebtedness in excess of $50,000,000; (gh) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower for it or any of the other Transaction Parties or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or its assets, (ii) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower, any Guarantor or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any of the other Transaction Parties jurisdiction, now or hereafter in effect, and the Borrower or any of the other Transaction Parties such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five sixty (4560) days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such a trustee, custodian, liquidator or receiver or adjudicating for the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty fifteen (3015) daysdays during any calendar year, any whether or not consecutive, one or more uninsured or unbonded final judgment judgments against (x) the Borrower or any Guarantor that, either individually or in the aggregate, exceed $10,000,000.00 in any calendar year or (y) any Subsidiary of the other Transaction Parties Borrower that is not a Subsidiary Guarantor that, with other outstanding final judgments, undischarged, against the Borrower either individually or any of the other Transaction Parties exceeds in the aggregate aggregate, exceed $5,000,00010,000,000.00 in any calendar year; (jl) if any of the Loan Documents or the Contribution Agreement shall be cancelledcanceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or the Contribution Agreement shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto or any of their respective stockholdersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (km) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or Borrower, any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, Guarantor or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the following occurs assets of the Borrower, any Guarantor or any of their respective Subsidiaries shall occur, in each case, other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Majority Lenders shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of the Borrower Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000.00 and (Bx) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; or (iiy) a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; or (iiiz) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (lo) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries or any shareholder, officer, director, partner or member of any of them shall be enjoinedindicted for a federal crime, restrained or in a punishment for which could include the forfeiture of (i) any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility assets of the Borrower or any of their respective Subsidiaries which in the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would good faith judgment of the Majority Lenders could reasonably be expected to have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation ofMaterial Adverse Effect, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or (ii) any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeUnencumbered Pool Properties; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person Guarantor denies that it has any liability or group of persons (within obligation under the meaning of Section 13 Guaranty or 14 any other Loan Document, or shall notify the Agent or any of the Securities Exchange Act Lenders of 1934such Guarantor’s intention to attempt to cancel or terminate the Guaranty or any other Loan Document, or shall fail to observe or comply with any term, covenant, condition or agreement under any Guaranty or any other Loan Document; (q) [reserved]; (r) [reserved]; (s) [reserved]; (t) [reserved]; (u) the Borrower, any Guarantor or any of their respective Subsidiaries shall fail to comply with the covenants set forth in §8.6 hereof; provided, however, no Event of Default shall occur hereunder as amendeda result of such failure if such failure relates solely to a parcel or parcels of Real Estate that are not an Unencumbered Pool Property whose book value, either individually or in the aggregate, does not exceed $10,000,000.00; (v) REIT shall have acquired beneficial ownership fail to comply at any time with all requirements and applicable laws and regulations necessary to maintain REIT Status and shall continue to receive REIT Status; (within the meaning w) REIT shall fail to comply with any SEC reporting requirements; (x) any Change of Rule 13d-3 promulgated by the Securities and Exchange Commission Control shall occur; or (y) an Event of Default under said Act) of thirty percent (30%) or more any of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period other Loan Documents shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)occur; then, and in any such event, so long as the same may be continuing, the Agent may, and and, upon the request of the Majority Banks shallLenders, shall by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes Notes, the Letters of Credit and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(g§12.1(h), §12.1(i) or 13.1(h§12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, Borrower hereby expressly waiving any right to notice of intent to accelerate and notice of acceleration. Upon demand by Agent or the Majority Revolving Credit Lenders in their absolute and sole discretion after the occurrence and during the continuance of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any Banksuch Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. In the alternative, if demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, the Borrower will deposit into the Collateral Account and pledge to Agent cash in an amount equal to the amount of all undrawn Letters of Credit. Such amounts will be pledged to and held by Agent for the benefit of the Lenders as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations and Hedge Obligations or if there are no outstanding Obligations and Hedge Obligations and the Lenders have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the Borrower will be released to the Borrower.

Events of Default and Acceleration. If any Any of the following events ("Events shall constitute an “Event of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occura “Default”: (a) the any Borrower shall fail to pay any principal of the its Loans or any Borrower shall fail to pay any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the any Borrower or any of the other Transaction Parties shall fail to pay (i) any interest on the its Loans, the commitment feeany Commitment Fee, any Letter of Credit Fee, or any fees due under the Agent's feeFee Letter, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrower Borrowers or any of their Restricted Subsidiaries shall fail to comply with any of its the covenants contained in ss.8§§9.1, 9 9.5.1, the first sentence of §9.6, 9.12, 9.14, 10 or 1011; (d) any of the Borrower Borrowers or any of the other Transaction Parties their Restricted Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1§14.1) for twenty thirty (2030) days after written notice of sucH such failure has been given to the Applicable Borrower by the Administrative Agent; (e) any representation or warranty of any of the Borrower Borrowers or any of the other Transaction Parties their Restricted Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeatedmade; (f) any of the Borrower Borrowers or any of the other Transaction Parties their Restricted Subsidiaries shall fail to pay at maturitywhen due, or within any applicable period of grace, any obligations obligation in excess of the aggregate amount of $100,000,000, for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregate, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) the Borrower or any of the other Transaction Parties shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of the other Transaction Parties and the Borrower or any of the other Transaction Parties shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the other Transaction Parties bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, any final judgment against the Borrower or any of the other Transaction Parties that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties exceeds in the aggregate $5,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded, in each case otherwise than with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISA), provided the Agent determines in its reasonable discretioN that such event (A) could be expected to result in liability of the Borrower to the PBGC or the Plan in an aggregate amount exceeding $2,000,000 and (B) could constitute grounds for the termination of such Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the appointment by a United States District court of a trustee to administer such Plan; or (iii) the institution by the PBGC of proceedings to terminate such Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.

Events of Default and Acceleration. If any of the following events ("“Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults"”) shall occur: (a) the any Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the any Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, Loans or fees or other sums due amounts payable hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for five (5) days after written notice of such failure has been given to a Borrower by the Administrative Agent; (c) the AMERICAS/2023306744.4 (d) any Borrower shall fail to comply with perform or observe any of its covenants contained in ss.8Sections 6.3.1, 9 6.4.1, 7 or 108; (de) the any Borrower or any of the other Transaction Parties its Subsidiaries shall fail to perform or observe any term, covenant covenant, or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1Section 11) for twenty thirty (2030) days after written notice of sucH such failure has been given to the such Borrower by the Administrative Agent, provided, that a failure to perform or observe the terms, covenants and agreements set forth in Section 6.2, Section 6.3.3, Section 6.7 or Section 6.9.1 that continues for more than ten (10) days (regardless of whether notice of such failure is given to such Borrower) shall constitute an Event of Default hereunder; (ef) any representation or warranty of the any Borrower or any of the other Transaction Parties its Subsidiaries in this Credit Agreement or Agreement, any of the other Loan Documents Documents, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false incorrect in any material respect upon the date when made or deemed to have been made or repeated; (fg) failure to make a payment of principal or interest, or the Borrower occurrence of a default, event of default, or other event permitting (with or without the passage of time or the giving of notice) acceleration or exercise of remedies or, with respect to any Swap Contract, as to which the Company or any Subsidiary is the defaulting party, permitting early termination thereof shall occur with respect to (i) any Indebtedness for money borrowed, (ii) any Indebtedness in respect of the deferred purchase price of goods or services, (iii) any Capitalized Lease, (iv) any Broker-Dealer Debt, (v) any Swap Contract or (vi) any Synthetic Lease Obligation, of the Company or any of its Subsidiaries, having a principal amount (or (x) in the other Transaction Parties shall fail case of a Capitalized Lease, scheduled rental payments with a discounted present value from the last day of the initial term to pay at maturitythe date of determination as determined in accordance with generally accepted accounting principles or (y) in the case of a Swap Contract, the Swap Termination Value or (z) in the case of a Synthetic Lease Obligation, the amount of Attributable Indebtedness with respect thereto), in any one case, of $100,000,000 or more, and such failure to make a payment of principal or interest, or within any applicable period a default, event of grace, any obligations for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregatedefault, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock), evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, other event shall continue for such period of time as would permit (assuming the giving of appropriate notice if required) entitle the holder of such Indebtedness, Capitalized Lease, Swap Contract or holders thereof Synthetic Lease Obligation (with or of any obligations issued thereunder without notice) to accelerate the maturity thereofsuch Indebtedness or terminate such Capitalized Lease, Swap Contract or Synthetic Lease Obligation; (gh) any of the Loan Documents shall be cancelled, terminated, revoked, or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent, or approval of the Banks, or any Proceeding to cancel, revoke, or rescind any of the Loan Documents shall be commenced by or on behalf of any Borrower or any of its Subsidiaries party thereto, or any Government Authority of competent jurisdiction shall make a determination that, or issue a Government Mandate to the other Transaction Parties effect that, any material provision of one or more of the Loan Documents is illegal, invalid, or unenforceable in accordance with the terms thereof; or any material provision of Section 14 shall cease to be valid and binding on or enforceable against the Company, or the Company shall so state in writing; (i) the Company, Alliance Distributors, the General Partner, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any Material Subsidiary shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator liquidator, or receiver of the Borrower Company, Alliance Distributors, the General Partner, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of the other Transaction Parties Material Subsidiary or of any substantial part of the assets of the Borrower Company, Alliance Distributors, (j) 58 AMERICAS/2023306744.4 the General Partner, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of the other Transaction Parties Material Subsidiary, or shall commence any case or other proceeding Proceeding relating to the Borrower Company, Alliance Distributors, the General Partner, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of the other Transaction Parties Material Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation dissolution, liquidation, or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding Proceeding shall be commenced against the Borrower Company, Alliance Distributors, the General Partner, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of the other Transaction Parties Material Subsidiary and the Borrower or any of the other Transaction Parties such parties shall indicate its approval thereof, consent thereto thereto, or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereoftherein; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the other Transaction Parties bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, any final judgment against the Borrower or any of the other Transaction Parties that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties exceeds in the aggregate $5,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded, in each case otherwise than with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISA), provided the Agent determines in its reasonable discretioN that such event (A) could be expected to result in liability of the Borrower to the PBGC or the Plan in an aggregate amount exceeding $2,000,000 and (B) could constitute grounds for the termination of such Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the appointment by a United States District court of a trustee to administer such Plan; or (iii) the institution by the PBGC of proceedings to terminate such Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.

Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the commitment fee, any Letter Letters of Credit Fee, the Agent's fee, or any fees or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to perform any term, covenant or agreement contained in §9, and with respect to a failure to comply with any of its covenants contained in ss.8§9.1 or §9.11 only, 9 or 10such failure shall continue for five (5) Business Days after such occurrence; (d) any of the Borrower Borrower, the Guarantors or any of the other Transaction Parties their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subsections or clauses of this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to §12 or in the Borrower by the Agentother Loan Documents); (e) any representation or warranty made by or on behalf of the Borrower Borrower, the Guarantors or any of the other Transaction Parties their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument prepared by or on behalf of the Borrower or a Guarantor and delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases, which obligations exceed $5,000,000 in the aggregateDerivatives Contract), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases exceeding $5,000,000 in the aggregate, Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the prepayment, redemption, purchase, termination or other settlement thereof; provided, however, that the events described in this §12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(f), involves singly or in the aggregate obligations for Indebtedness totaling in excess of (i) prior to the occurrence of the IPO Event, $1,000,000.00, or (ii) from and after the occurrence of the IPO Event, $5,000,000.00; (g) any of the Borrower Borrower, the Guarantors, or any of the other Transaction Parties their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower for it or any of the other Transaction Parties or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or its assets, (ii) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (h) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, the Guarantors, or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any of the other Transaction Parties jurisdiction, now or hereafter in effect, and the Borrower or any of the other Transaction Parties such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five sixty (4560) days following the filing or commencement thereof; (hi) a decree or order is entered appointing any such a trustee, custodian, liquidator or receiver or adjudicating for any of the Borrower Borrower, the Guarantors, or any of the other Transaction Parties their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ij) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, any whether or not consecutive, one (1) or more uninsured or unbonded final judgment judgments against the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries that, with other outstanding final judgmentseither individually or in the aggregate, undischarged, against exceed $1,000,000.00 per occurrence or during any twelve (12) month period prior to the Borrower or any occurrence of the other Transaction Parties exceeds in IPO Event, or $5,000,000.00 per occurrence or during any twelve (12) month period from and after the aggregate $5,000,000occurrence of the IPO Event; (jk) if any of the Loan Documents or the Contribution Agreement shall be cancelleddisavowed, canceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to disavow, cancel, revoke revoke, rescind or rescind challenge or content the validity or enforceability of any of the Loan Documents or the Contribution Agreement shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto or any of their respective stockholdersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (kl) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or Borrower, any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, Guarantor or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the following occurs assets of the Borrower, any Guarantor or any of their respective Subsidiaries shall occur, in each case, other than as permitted under the terms of this Agreement or the other Loan Documents; (m) with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Required Lenders shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of the Borrower Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000.00 prior to the occurrence of the IPO Event, or $5,000,000.00 from and after the occurrence of the IPO Event and (Bx) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; or (iiy) a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; or (iiiz) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure forfeiture to renewthe United States of America of (i) any assets of the Borrower, any license or permit now held or hereafter acquired by the Borrower Guarantor or any of their respective Subsidiaries which in the other Transaction Parties if such loss, suspension, revocation or failure good faith judgment of the Required Lenders could reasonably be expected to renew would have a material adverse effect on Material Adverse Effect, or (ii) the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeCollateral; (o) any Guarantor denies that it has any liability or obligation under the Borrower Guaranty or any other Loan Document, or shall notify the Agent or any of the Lenders of such Guarantor’s intention to attempt to cancel or terminate the Guaranty or any other Transaction Parties shall be indicted for a state or federal crimeLoan Document, or shall fail to observe or comply with any civil term, covenant, condition or criminal action shall otherwise have been brought or threatened against the Borrower agreement under any Guaranty or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; orLoan Document; (p) any person or group Change of persons (within Control shall occur without the meaning of Section 13 or 14 consent of the Securities Exchange Act Required Lenders; or (q) an Event of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission Default under said Act) of thirty percent (30%) or more any of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period other Loan Documents shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)occur; then, and in any such event, so long as the same may be continuing, the Agent may, and and, upon the request of the Majority Banks shallRequired Lenders, shall by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes Notes, the Letters of Credit and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(g§§12.1(g), 12.1(h) or 13.1(h12.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, the Borrower hereby expressly waiving any right to notice of intent to accelerate and notice of acceleration. Upon demand by the Agent or the Required Lenders in their absolute and sole discretion after the occurrence and during the continuance of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any Banksuch Revolving Credit Loan will be pledged to and held by the Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. In the alternative, if demanded by the Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, the Borrower will deposit into the Collateral Account and pledge to the Agent cash in an amount equal to the amount of all undrawn Letters of Credit. Such amounts will be pledged to and held by the Agent for the benefit of the Lenders as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. Upon any draws under Letters of Credit, at the Agent’s sole discretion, the Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations and Hedge Obligations or if there are no outstanding Obligations and Hedge Obligations and the Lenders have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the Borrower will be released to the Borrower.

Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the commitment fee, any Letter Letters of Credit Fee, the Agent's fee, or any fees or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants the covenant contained in ss.8, 9 or 10§9.1 and such failure shall continue for fifteen (15) calendar days after written notice thereof shall have been given to the Borrower by the Agent; (d) the Borrower or any of the other Transaction Parties shall fail to perform any other term, covenant or agreement contained in §9; (e) the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to §12 or in the Borrower by the Agentother Loan Documents); (ef) any representation or warranty made by or on behalf of the Borrower Borrower, the Guarantors or any of the other Transaction Parties their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (fg) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of grace, any obligations principal, interest or other amount on account any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases, which obligations exceed $5,000,000 in the aggregateDerivatives Contract), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases exceeding $5,000,000 in the aggregate, Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereofthereof or require the termination or other settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve Non-Recourse Indebtedness in excess of $20,000,000 individually or in excess of $30,000,000.00 in the aggregate; (gh) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower for it or any of the other Transaction Parties or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or its assets, (ii) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower, any Guarantor or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any of the other Transaction Parties jurisdiction, now or hereafter in effect, and the Borrower or any of the other Transaction Parties such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five sixty (4560) days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such a trustee, custodian, liquidator or receiver or adjudicating for the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty fifteen (3015) daysdays during any calendar year, any whether or not consecutive, one or more uninsured or unbonded final judgment judgments against (x) the Borrower or any Guarantor that, either individually or in the aggregate, exceed $5,000,000.00 in any calendar year or (y) any Subsidiary of the other Transaction Parties Borrower that is not a Subsidiary Guarantor that, with other outstanding final judgments, undischarged, against the Borrower either individually or any of the other Transaction Parties exceeds in the aggregate aggregate, exceed $5,000,0005,000,000.00 in any calendar year; (jl) if any of the Loan Documents or the Contribution Agreement shall be cancelledcanceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or the Contribution Agreement shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto or any of their respective stockholdersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (km) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or Borrower, any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, Guarantor or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the following occurs assets of the Borrower, any Guarantor or any of their respective Subsidiaries shall occur, in each case, other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Majority Lenders shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of the Borrower Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000.00 and (Bx) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; or (iiy) a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; or (iiiz) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (lo) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries or any shareholder, officer, director, partner or member of any of them shall be enjoinedindicted for a federal crime, restrained or in a punishment for which could include the forfeiture of (i) any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility assets of the Borrower or any of their respective Subsidiaries which in the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would good faith judgment of the Majority Lenders could reasonably be expected to have a material adverse effect on Material Adverse Effect, or (ii) the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeCollateral; (np) there shall occur any Guarantor denies that it has any liability or obligation under the loss, suspension Guaranty or revocation ofany other Loan Document, or failure shall notify the Agent or any of the Lenders of such Guarantor’s intention to renewattempt to cancel or terminate the Guaranty or any other Loan Document, or shall fail to observe or comply with any license term, covenant, condition or permit now held agreement under any Guaranty or hereafter acquired by any other Loan Document; (q) the Borrower or any Subsidiary Guarantor abandons all or a portion (other than de minimis portion) of the Mortgaged Property; (r) any Mortgaged Property shall be taken on execution or other process of law (other than by eminent domain) in any action against Borrower or any Subsidiary Guarantor; (s) the holder of any lien or security interest on the Mortgaged Property (without implying the consent of the Agent or the Lenders to the existence or creation of any such lien or security interest) whether superior or subordinate to the Mortgage or any of the other Transaction Parties if Loan Documents, declares a default and such lossdefault is not cured within the applicable grace or cure period set forth in the applicable document (subject, suspensionto the extent applicable, revocation to Borrower’s right to contest pursuant to §7.8) or failure to renew would have a material adverse effect on such holder institutes foreclosure or other proceedings for the business or financial condition enforcement of the Borrower and the other Transaction Parties, considered as a wholeits remedies thereunder; (ot) the Borrower Mortgaged Property, or any part thereof, is subjected to actual or threatened waste or to removal, demolition or material alteration so that the value of the Mortgaged Property is materially diminished thereby, and the Agent in good faith determines that the Lenders are not adequately protected from any loss, damage or risk associated therewith; (u) the Borrower, any Guarantor or any of their respective Subsidiaries shall fail to comply with the covenants set forth in §8.6 hereof; provided, however, no Event of Default shall occur hereunder as a result of such failure if such failure relates solely to a parcel or parcels of Real Estate that are not a Mortgaged Property whose book value, either individually or in the aggregate, does not exceed $10,000,000.00; (v) REIT shall fail to comply at any time with all requirements and applicable laws and regulations necessary to maintain REIT Status and shall continue to receive REIT Status; (w) REIT shall fail to comply with any SEC reporting requirements; (x) any Change of Control shall occur; or (y) an Event of Default under any of the other Transaction Parties Loan Documents shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)occur; then, and in any such event, so long as the same may be continuing, the Agent may, and and, upon the request of the Majority Banks shallLenders, shall by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes Notes, the Letters of Credit and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(g§12.1(h), §12.1(i) or 13.1(h§12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, Borrower hereby expressly waiving any right to notice of intent to accelerate and notice of acceleration. Upon demand by Agent or the Majority Lenders in their absolute and sole discretion after the occurrence and during the continuance of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any Banksuch Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. In the alternative, if demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, the Borrower will deposit into the Collateral Account and pledge to Agent cash in an amount equal to the amount of all undrawn Letters of Credit. Such amounts will be pledged to and held by Agent for the benefit of the Lenders as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations and Hedge Obligations or if there are no outstanding Obligations and Hedge Obligations and the Lenders have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the Borrower will be released to the Borrower.

Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the commitment fee, any Letter Letters of Credit Fee, the Agent's fee, or any fees or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants the covenant contained in ss.8, 9 or 10§9.1 and such failure shall continue for fifteen (15) calendar days after written notice thereof shall have been given to the Borrower by the Agent; (d) the Borrower or any of the other Transaction Parties shall fail to perform any term, covenant or agreement contained in §9.2 -§9.12; (e) the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to §12 or in the Borrower by the Agentother Loan Documents); (ef) any representation or warranty made by or on behalf of the Borrower Borrower, the Guarantors or any of the other Transaction Parties their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (fg) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of grace, any obligations principal, interest or other amount on account of any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases, which obligations exceed $5,000,000 in the aggregateDerivatives Contract), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases exceeding $5,000,000 in the aggregate, Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereofthereof or require the termination or other settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve (i) Recourse Indebtedness in excess of $10,000,000.00 or (ii) Non-Recourse Indebtedness in excess of $50,000,000.00 individually or in excess of $75,000,000.00 in the aggregate; (gh) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower for it or any of the other Transaction Parties or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or its assets, (ii) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower, any Guarantor or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any of the other Transaction Parties jurisdiction, now or hereafter in effect, and the Borrower or any of the other Transaction Parties such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five sixty (4560) days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such a trustee, custodian, liquidator or receiver or adjudicating for the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty fifteen (3015) daysdays during any calendar year, any whether or not consecutive, one or more uninsured or unbonded final judgment judgments against (x) the Borrower or any Guarantor that, either individually or in the aggregate, exceed $25,000,000.00 in any calendar year or (y) any Subsidiary of the other Transaction Parties Borrower that is not a Subsidiary Guarantor that, with other outstanding final judgments, undischarged, against the Borrower either individually or any of the other Transaction Parties exceeds in the aggregate aggregate, exceed $5,000,00025,000,000.00 in any calendar year; (jl) if any of the Loan Documents or the Contribution Agreement shall be cancelledcanceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or the Contribution Agreement shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto or any of their respective stockholdersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (km) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or Borrower, any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, Guarantor or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the following occurs assets of the Borrower, any Guarantor or any of their respective Subsidiaries shall occur, in each case, other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Required Lenders shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of the Borrower Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000.00 and (Bx) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; or (iiy) a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; or (iiiz) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.

Events of Default and Acceleration. If any of the following events ---------------------------------- ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants contained in ss.8(S)(S)9.1, 9 9.2, 9.4, 9.5.1, 9.6, 9.9, and 9.12 - 9.17, (S)10 or 10(S)11; (d) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1(S)14.1) for twenty fifteen (2015) days after written notice of sucH such failure has been given to the Borrower by the Agent; (e) any representation or warranty of the Borrower or any of the other Transaction Parties its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated, provided, if any good faith representation made by the Borrower on the -------- Closing Date as to Pivotpoint, Inc. shall prove to have been false in any material respect on such date, such an event shall not constitute a default hereunder if all consequences, liabilities and claims associated with such false representation are in an amount which does not exceed $10,000,000 in the aggregate; (f) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed Leases in an aggregate amount in excess of $5,000,000 in the aggregate250,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding in an aggregate amount in excess of $5,000,000 in the aggregate, 250,000 for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) the Borrower or any of its Subsidiaries (other than a Non- Material Subsidiary unless the Borrower or any other Transaction Parties Subsidiary has been adversely effected by the occurrence of such event (such a Non-Material Subsidiary causing no adverse effect being hereinafter referred to as a "Deminimis Subsidiary")) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) or of any substantial part of the assets of the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) or shall commence any case or other proceeding relating to the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) and the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary (other than a Deminimis Subsidiary) of the other Transaction Parties Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) that, with other outstanding final judgments, undischarged, against the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) exceeds in the aggregate $5,000,0001,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescindedrescinded or the Agent's security interests, mortgages or liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; ERISA, or the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000Plan, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1(S)302(f)(1) of ERISA), provided that the Agent determines -------- in its reasonable discretioN discretion that such event (A) could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of the such Guaranteed Pension Plan; or (ii) the appointment by a United States District court Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties its Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeMaterial Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeMaterial Adverse Effect; (o) the Borrower or any of the other Transaction Parties its Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Partiesof its Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party Subsidiary included in the Borrowing Base or any assets of the Borrower or such Subsidiary not included in the Borrowing Base but having a fair market value in excess of $1,000,000; or (p) the Borrower shall at any time fail to own one hundred percent (100%) of the Capital Stock of any Guarantor which is a direct Subsidiary (other than any Subsidiary formed in connection with Mapics Business Solutions), and any Guarantor shall fail to own one hundred percent (100%) of the Capital Stock of any Guarantor which is its direct Subsidiary, provided, however, to the extent the Borrower or any Guarantor, as the case -------- ------- may be, owns less than one hundred percent (100%) of the capital stock of any Guarantor at the time such Subsidiary becomes a Guarantor hereunder, then it shall only constitute an Event of Default if the Borrower or the Guarantor, as the case may be, shall at any time own less than one hundred percent (100%) of the amount of the capital stock (in terms of percentages) of such Subsidiary than the Borrower or Guarantor, as the case may be, owned on the date such Person became a Subsidiary of the Borrower or such Guarantor, or any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period the first day on which the majority of twelve consecutive calendar months, individuals who were the directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)are not Continuing Directors; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided that in the event of any Event -------- of Default specified in ss.ss.13.1(g(S)(S)14.1(g) or 13.1(h14.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.

Events of Default and Acceleration. If any of the following events ---------------------------------- ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants contained in ss.8(S)9, 9 10 or 1011; (d) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1(S)14.1) for twenty fifteen (2015) days after written notice of sucH such failure has been given to the Borrower by the Agent; (e) any representation or warranty of the Borrower or any of the other Transaction Parties its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregate, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) the Borrower or any of its Subsidiaries (other than a Non- Material Subsidiary unless the Borrower or any other Transaction Parties Subsidiary has been adversely effected by the occurrence of such event (a "Deminimis Subsidiary")) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) or of any substantial part of the assets of the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) or shall commence any case or other proceeding relating to the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) and the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary (other than a Deminimis Subsidiary) of the other Transaction Parties Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) that, with other outstanding final judgments, undischarged, against the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) exceeds in the aggregate $5,000,0001,000,000; (j) the holders of all or any part of the Subordinated Debt shall accelerate the maturity of all or any part of the Subordinated Debt or the Subordinated Debt shall be prepaid, redeemed or repurchased in whole or in part; (k) if any of the Loan Documents shall be cancelled, terminated, revoked or rescindedrescinded or the Agent's security interests, mortgages or liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (kl) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; ERISA, or the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000Plan, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1(S)302(f)(1) of ERISA), provided that the Agent determines -------- in its reasonable discretioN discretion that such event (A) could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of the such Guaranteed Pension Plan; or (ii) the appointment by a United States District court Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; (lm) the Borrower or any of the its Subsidiaries (other Transaction Parties than a Deminimis Subsidiary) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (mn) there shall occur any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties its Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeor such Subsidiary; (no) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Partiesits Subsidiaries, considered taken as a whole; (op) the Borrower or any of the other Transaction Parties its Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Partiesof its Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party Subsidiary included in the Borrowing Base or any assets of the Borrower or such Subsidiary not included in the Borrowing Base but having a fair market value in excess of $1,000,000; or (pq) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) % or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)Borrower; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided that in the event of any Event -------- of Default specified in ss.ss.13.1(g(S)(S)14.1(g), 14.1(h) or 13.1(h14.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower Borrowers shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties Borrowers shall fail to pay any interest on the Loans, the commitment fee, Loans or any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower Borrowers shall fail to comply with any of its covenants covenant contained in ss.8, 9 Section 7.14 or 10Section 7.15; (d) the Borrower Borrowers shall fail to comply with any covenant contained in Section 9, and such failure shall continue for 30 days after written notice thereof shall have been given to the Borrowers by the Agent; (e) any of the Borrowers, the General Partner, the Guarantors or any of the other Transaction Parties their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere above in this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to the Borrower by the AgentSection 12); (ef) any representation or warranty made by or on behalf of the Borrower Borrowers, the General Partner, the Guarantors or any of the other Transaction Parties their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or in any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, any advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (fg) any of the Borrower Borrowers, the General Partner, the Guarantors or any of the other Transaction Parties their respective Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregateother Indebtedness, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any such borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, other Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (gh) any of the Borrower Borrowers, the General Partner, the Guarantors or any of the other Transaction Parties their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties such Person or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or thereof, (ii) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers, the General Partner, the Guarantors or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any of the other Transaction Parties jurisdiction, now or hereafter in effect, and the Borrower or any of the other Transaction Parties such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five (45) 60 days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any of the Borrower Borrowers, the General Partner, the Guarantors or any of the other Transaction Parties their respective Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Person, in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) 60 days, whether or not consecutive, any uninsured final judgment against any of the Borrower Borrowers, the General Partner, the Guarantors or any of the other Transaction Parties their respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, against the Borrower or any of the other Transaction Parties such Persons exceeds in the aggregate $5,000,0001,000,000.00; (jl) if any of the Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto Borrowers, the General Partner, the Guarantors or any of their respective stockholdersholders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (km) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrower Borrowers, the General Partner or the Guarantors or any ERISA Affiliate incurs sale, transfer or other disposition of the assets of any liability to of the PBGC Borrowers, the General Partner or a Guaranteed Pension Plan pursuant to Title IV the Guarantors other than as permitted under the terms of ERISA in an aggregate amount exceeding $2,000,000; this Agreement or the Borrower other Loan Documents; (n) any suit or proceeding shall be filed against any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000the Borrowers, the General Partner or the Guarantors or any of their respective assets which in the following occurs good faith business judgment of the Majority Banks after giving consideration to the likelihood of success of such suit or proceeding and the availability of insurance to cover any judgment with respect thereto and based on the information available to them, if adversely determined, would have a materially adverse affect on the ability of the Borrowers or a Guarantor to perform each and every one of their respective obligations under and by virtue of the Loan Documents; (o) any of the Borrowers, the General Partner or the Guarantors shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of such Person; (p) with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Majority Banks shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of any of the Borrower Borrowers, the General Partner, the Guarantors or any of their Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000 and (B) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) or a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; or (iii) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (lq) any of the Borrower Guarantors denies that such Guarantor has any liability or obligation under the Guaranty, or shall notify the Agent or any of the other Transaction Parties shall be enjoined, restrained Banks of such Guarantor's intention to attempt to cancel or in any way prevented by terminate the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemyGuaranty, or other casualtyshall fail to observe or comply with any term, which in any such case causescovenant, for more than fifteen (15) consecutive days, condition or agreement under the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeGuaranty; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.

Events of Default and Acceleration. If Upon the occurrence and at any time during the continuation of any of the following events or occurrences ("Events each an “Event of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur:”): (a) the Borrower shall fail to pay any principal portion of the Loans principal amounts due hereunder (the “Loan”) or any Reimbursement Obligation when interest thereon shall not be paid, or shall not have been satisfied as provided herein, by the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for paymentapplicable Scheduled Maturity Date; (b) (i) there shall have occurred and be continuing any material breach by the Borrower or any in respect of its obligations to the other Transaction Parties shall fail to pay any interest on Lender under that certain 4G MVNO Agreement dated as of November 28, 2008, among the LoansBorrower, the commitment feeLender, any Letter of Credit FeeComcast MVNO II, the Agent's feeLLC, or other sums due hereunder or under any of the other Loan DocumentsTWC Wireless, within two (2) Business Days after the day on which LLC, and BHN Spectrum Investment, as the same has heretofore and may hereafter be amended, restated, supplemented or otherwise modified from time to time (the “4G MVNO Agreement”), including without limitation, as amended by that certain November 2011 Clearwire/Sprint Amendment to the 4G MVNO Agreement dated as of November , 2011, between the Borrower and the Lender (the “4G MVNO Sprint/Clearwire Amendment”)); or (ii) the 4G MVNO Agreement as between the Borrower and the Lender shall become due and payable, whether at the stated date of maturity have been terminated or any accelerated date of maturity or cancelled at any other date fixed for payment;time prior to the Second Scheduled Maturity Date; or (ci) the Borrower shall fail commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to comply bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its covenants contained in ss.8assets, 9 or 10; (d) the Borrower or any of the other Transaction Parties shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to the Borrower by the Agent; (e) any representation or warranty of the Borrower or any of the other Transaction Parties in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of the other Transaction Parties shall fail to pay at maturity, or within any applicable period of grace, any obligations for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregate, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock), evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) the Borrower or any of the other Transaction Parties shall make an a general assignment for the benefit of its creditors, ; or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding (ii) there shall be commenced against the Borrower or any of the other Transaction Parties and the Borrower or any of the other Transaction Parties shall indicate its approval thereofcase, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the other Transaction Parties bankrupt or insolvent, or approving a petition in any such case proceeding or other proceeding, or action of a decree or nature referred to in clause (i) above that (x) results in the entry of an order for relief is entered in respect of the Borrower or any such adjudication or appointment or (y) remains undismissed or undischarged for a period of the other Transaction Parties in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) 60 days, any final judgment against the Borrower or any of the other Transaction Parties that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties exceeds in the aggregate $5,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded, in each case otherwise than with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISA), provided the Agent determines in its reasonable discretioN that such event (A) could be expected to result in liability of the Borrower to the PBGC or the Plan in an aggregate amount exceeding $2,000,000 and (B) could constitute grounds for the termination of such Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the appointment by a United States District court of a trustee to administer such Plan; or (iii) there shall be commenced against the institution by Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the PBGC entry of proceedings to terminate an order for any such Plan; relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (liv) the Borrower shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the other Transaction Parties shall be enjoinedacts set forth in clause (i), restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemyii), or other casualty, which in any such case causes, for more than fifteen (15iii) consecutive days, the cessation above; or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (ov) the Borrower shall generally not, or any of the other Transaction Parties shall be indicted for a state or federal crimeunable to, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Partiesadmit in writing its inability to, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, pay its debts as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)they become due; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the (A) if such event of any is an Event of Default specified in ss.ss.13.1(gclause (ii) of paragraph (b) above, or in clause (i) or 13.1(h)(ii) of paragraph (c) above, the Loan (with accrued interest thereon) and all such other amounts owing under this Promissory Note shall automatically and immediately become immediately due and payable automatically in full, without further action on the part of the Lender, and without (B) if such event is any requirement other Event of notice from Default, the Agent or any BankLender may declare the Loan (with accrued interest thereon) and all other amounts owing under this Promissory Note to be due and payable forthwith, whereupon the same shall immediately become due and payable in full.

Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment fee, Loans or any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for ten (10) days (provided that such grace period will not apply to interest due upon the maturity of the Obligations); (c) the Borrower or any other Loan Party shall fail to comply with any of its covenants covenant contained in ss.8§7.4, 9 §7.9, §8 or 10§9; (d) the Borrower or any of the other Transaction Parties Loan Party shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in the other subclauses of this ss. 13.1) §12); and such failure shall continue for twenty thirty (2030) days after written notice of sucH failure has thereof shall have been given to the Borrower by the Agent; (e) any Any representation or warranty of the Borrower or made by any of the other Transaction Parties Loan Party in this Credit Agreement or in any of the other Loan Documents Document to which it is a party, or in any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, any advance of a Loan, or any of the other Loan Documents shall prove to have been false or misleading in any material respect upon the date when made or deemed to have been made or repeated; (fi) the Borrower or any of the other Transaction Parties Restricted Subsidiary shall fail to pay at maturitymaturity or otherwise when due, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect other Indebtedness having an aggregate principal amount outstanding of any Capitalized Leases, which obligations exceed at least $5,000,000 in the aggregate100,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any such borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, other Indebtedness and remain uncured for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof;, including without limitation the occurrence of any “Event of Default” (A) (as such term is defined in the MGP/UPS Credit Facility) under the MGP/UPS Credit Facility and (B) (as such term is defined in the Senior Unsecured Convertible Note Indenture) under the Senior Unsecured Convertible Notes or the Senior Unsecured Convertible Note Indenture; or (ii) any Unrestricted Subsidiary shall fail to pay at maturity or otherwise when due, or within any applicable period of grace, any obligation for borrowed money or credit received or other Indebtedness having an aggregate principal amount outstanding of at least $5,000,000, or fail to comply with any financial covenant with respect thereto, or any bankruptcy or insolvency default with respect to such Unrestricted Subsidiary shall occur under any agreement by which it is bound, evidencing or securing any such borrowed money or credit received or other Indebtedness and remain uncured for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof,. (g) the Borrower or any Restricted Subsidiary (or any Unrestricted Subsidiary with assets in excess of the other Transaction Parties $5,000,000) (1) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties such Subsidiary or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or thereof, including, without limitation, any Eligible Asset, (2) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties such Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (3) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (h) A petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of Borrower or any such Restricted Subsidiary (or any Unrestricted Subsidiary with assets in excess of $5,000,000), or any substantial part of the assets of any thereof, including, without limitation, any Eligible Asset, or a case or other proceeding shall be commenced against the Borrower or such Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of the other Transaction Parties debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and the Borrower or any of the other Transaction Parties such Subsidiary shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five ninety (4590) days following the filing or commencement thereof; (hi) a A decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any Restricted Subsidiary (or any Unrestricted Subsidiary with assets in excess of the other Transaction Parties $5,000,000) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Subsidiary in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ij) there There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether or not consecutive, any final judgment against the Borrower or any of the other Transaction Parties its Subsidiaries, that, with other outstanding final judgments, undischarged, against Borrower and its Restricted Subsidiaries exceeds in the Borrower aggregate $100,000 (or any of the other Transaction Parties against Unrestricted Subsidiaries exceeds in the aggregate $5,000,000) (to the extent not paid or covered by insurance); (jk) if If any of the Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto Loan Party or any of their respective stockholders, partners, members or beneficiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (kl) Any dissolution, termination, partial or complete liquidation, merger or consolidation of any Loan Party, or any sale, transfer or other disposition of the assets of any Loan Party, other than as permitted under the terms of this Agreement or the other Loan Documents; (m) Borrower or any ERISA Affiliate incurs of its Subsidiaries shall be indicted for a federal crime, a punishment for which could include the forfeiture of any liability to assets of Borrower included in the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with Collateral; (n) With respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISA), provided the Agent determines in its reasonable discretioN Event shall have occurred that such event (A) reasonably could be expected to result in liability of the Borrower any Loan Party to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000 and (B) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) or a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) A Change of Control shall occur without the Borrower or prior written approval of all of Lenders (which consent may be withheld by Lenders in their sole and absolute discretion); (p) Any Event of Default, as defined in any of the other Transaction Parties Loan Documents, shall be indicted for occur; (q) Any amendment to or termination of a state or federal crimefinancing statement naming any Loan Party as debtor and Agent as secured party relating to the Collateral, or any civil correction statement with respect thereto, is filed in any jurisdiction by, or criminal action shall otherwise have been brought caused by, or threatened against at the Borrower instance of any Loan Party without the prior written consent of Agent (except to the extent of a release of Collateral permitted by this Agreement); or any the other Transaction Partiesamendment to or termination of a financing statement naming any Loan Party as debtor and Agent as secured party, a punishment for which or any correction statement with respect thereto, is filed in any jurisdiction by any party other than Agent or Agent’s counsel (or by Borrower at Agent’s direction) without the prior written consent of Agent and Borrower fails to use its best efforts to cause the effect of such case could include filing to be completely nullified to the forfeiture reasonable satisfaction of any assets of the Agent within ten (10) days after notice to Borrower or such other Transaction Party having a fair market value in excess of $1,000,000thereof; or (pr) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)maintain its REIT Status; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(g§12.1(g), §12.1(h) or 13.1(h§12.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent any of Lenders or any Bank.Agent;

Events of Default and Acceleration. If any of the following events Of Maturity: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND ("Events of Default" or, if the giving of notice except as otherwise required by statute or otherwise specifically provided in this Note or the lapse of time or both is requiredPledge Agreement), then, prior to such notice or lapse of time, "Defaults") shall occurACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF: (ai) There is default by Issuer in the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants contained in ss.8, 9 or 10; (d) the Borrower or any of the other Transaction Parties shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to the Borrower by the Agent; (e) any representation or warranty of the Borrower or any of the other Transaction Parties in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of the other Transaction Parties shall fail to pay at maturity, or within any applicable period of grace, any obligations for borrowed money or credit received or in respect performance of any Capitalized Leasescovenant, which obligations exceed $5,000,000 in the aggregatecondition, or fail to observe or perform any material term, covenant or agreement contained in this Note or the Pledge Agreement, including any agreement by which it is bound (excludinginstrument securing the payment of this Note, however, any and such term, covenant or agreement relating to the pledge or disposition of Margin Stock), evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, default continues for such a period of time as would permit thirty (assuming the giving of appropriate 30) days following written notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereofIssuer specifying such default; (gii) the Borrower or any of the other Transaction Parties shall make if Issuer makes an assignment for the benefit of creditors, or admit in writing its inability to pay petitions or generally fail to pay its debts as they mature or become due, or shall petition or apply applies for the appointment of a trustee liquidator, receiver or other custodian, liquidator custodian (or receiver similar official) of the Borrower or any of the other Transaction Parties it or of any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the assets of the Borrower Bankruptcy Code or any of the other Transaction Parties or shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take takes any action to authorize or in furtherance of any of the foregoing, ; or (iii) if any petition or application of the type described in subparagraph (c) immediately above is filed or if any such petition proceeding or application shall be filed or any such case or other proceeding shall be described in subparagraph (c) is commenced against the Borrower Issuer and is not dismissed within sixty (60) days, or any of the other Transaction Parties and the Borrower or any of the other Transaction Parties shall indicate if Issuer indicates its approval thereof, consent consents thereto or acquiescence therein acquiesces therein, or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or if an order is entered appointing any such trustee, custodian, liquidator or receiver or custodian (or similar official), or adjudicating the Borrower or any of the other Transaction Parties Issuer bankrupt or insolvent, or approving a petition in any such case or other proceeding, or if a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties Issuer in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, any final judgment against the Borrower or any of the other Transaction Parties that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties exceeds in the aggregate $5,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded, in each case otherwise than with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto or any of their respective stockholders, or any court Bankruptcy Code or any other governmental bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or regulatory authority liquidation or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISA), provided the Agent determines in its reasonable discretioN that such event (A) could be expected to result in liability of the Borrower to the PBGC or the Plan in an aggregate amount exceeding $2,000,000 and (B) could constitute grounds for the termination of such Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the appointment by a United States District court of a trustee to administer such Plan; or (iii) the institution by the PBGC of proceedings to terminate such Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order similar law of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis); then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bankjurisdiction.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the : any Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the ; any Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay any interest on the Loans, the commitment facility fee, the Bankers' Acceptance Fees, any Letter of Credit Fee, the Agent's feeAgents' fees, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; , and such failure shall continue unremedied for a period of five (c5) the Borrower days; any Obligor shall fail to comply with any of its covenants contained in ss.8(i) ss.10, 9 or (ii) ss.9 and such default shall continue unremedied for a period of ten (10) days after notice of such default is given to the Borrowers by the Administrative Agent or any Lender; (d) the Borrower or any of the other Transaction Parties shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.114.1) for twenty thirty (2030) days after written notice of sucH such failure has been given to the Borrower such Obligor by the Administrative Agent; (e) ; any representation or warranty of the Borrower or any of the other Transaction Parties Obligor in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower ; The Guarantor or any of the other Transaction Parties its Subsidiaries shall fail to pay at maturity, or within any applicable period of gracegrace (not to exceed thirty (30) days), (i) any Indebtedness with an outstanding principal amount in excess of $1,000,000, (ii) any Indebtedness under the Licensed Shoe Debt, or (iii) any obligations for borrowed money or credit received or in respect of any Capitalized Leasesoperating leases where the remaining lease payments (under one or more operating leases) would, which obligations exceed $5,000,000 in the aggregate, be in excess of $1,000,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money any such Indebtedness described in subclauses (i) or credit received (ii) of this clause (f), or any such operating lease described in respect subclause (iii) of any Capitalized Leases exceeding $5,000,000 in the aggregate, this clause (f) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) thereof or otherwise act to enforce any rights and remedies thereunder, unless, prior to termination of the Borrower Commitments and/or acceleration pursuant to this ss.14.1, the holder or holders of such obligations shall have, in writing, waived such default and a copy of such waiver of default shall have been furnished to the Administrative Agent; the Guarantor or any of the other Transaction Parties its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties such Person or of any substantial part of the assets of the Borrower or any of the other Transaction Parties such Person or shall commence any case or other proceeding relating to the Borrower Guarantor or any of the other Transaction Parties its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower Guarantor or any of the other Transaction Parties its Subsidiaries and the Borrower Guarantor or any of the other Transaction Parties its Subsidiaries shall indicate its approval thereof, consent thereto or thereto, acquiescence therein or such petition or application shall not have been dismissed within forty-five otherwise remain undismissed for a period of sixty (4560) days following the filing thereof; (h) days; a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower Guarantor or any of the other Transaction Parties its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower Guarantor or any of the other Transaction Parties its Subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; constituted (iwhich order is not dismissed within sixty (60) days after the entry thereof); there shall remain in force, undischarged, unsatisfied and unstayedunsatisfied, unstayed for more than thirty sixty (3060) days, whether or not consecutive, any final judgment (unless bonded pending appeal) against the Borrower or any of the other Transaction Parties Apparel Obligors that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties its Subsidiaries exceeds in $500,000 the aggregate $5,000,000; aggregate; the holders of all or any part of Subordinated Debt shall accelerate the maturity of all or any part of the Subordinated Debt or the Subordinated Debt shall be prepaid, redeemed or repurchased in whole or in part; provided, however, that a conversion of the Subordinated Notes into equity interests in the Guarantor (jpursuant to the terms of the indenture under which the Subordinated Notes were issued) shall not constitute a prepayment, redemption or repurchase of such Subordinated Notes; if any of the Loan Documents Documents, including without limitation, the guaranty provisions contained within the Credit Agreement, shall be cancelledcanceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower Guarantor or any of the other Transaction Parties its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Majority Lenders shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of the Borrower Obligors or any of their Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000 and (B) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) or a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; or (iii) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (l) ; the Borrower or any of the other Transaction Parties Borrowers shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) ; there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen sixty (1560) consecutive days, the complete cessation or substantial curtailment of revenue producing activities at any facility a material number of facilities of the Borrower Guarantor or any of the other Transaction Parties its Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have has a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered Borrowers taken as a whole; (n) there shall occur ; except as permitted under ss.9.5, the lossGuarantor shall, suspension at any time, legally or revocation ofbeneficially own directly or indirectly, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any less than one hundred percent of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower issued and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture outstanding capital stock of any assets of the Borrower Borrower, on a fully diluted basis; or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934except as permitted under ss.9.5, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower Casual Male shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the issued and outstanding capital stock of Hadco Santa Clar▇ (each of TCM and TCMB&T, on a fully diluted basis); then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Majority Banks Lenders shall, by notice in writing to the Borrower Borrowers declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(gss.ss.14.1(g), 14.1(h) or 13.1(h14.1(k), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Administrative Agent or any BankLender; provided further that in the event of any Event of Default specified in ss.ss.14.1(g), 14.1(h) or 14.1(k), the Total Commitments of the Lenders shall immediately terminate and all such amounts owing shall become immediately due and payable automatically and without any requirement of notice from the Administrative Agent or the Lenders. No remedy herein conferred upon the Lenders is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law.

Events of Default and Acceleration. If any of the The following events ("shall constitute “Events of Default" or, if the giving ” for purposes of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occurthis Agreement: (a) the Either Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation Loan when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;; or (b) the Either Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment feeany Loan, any Letter of Credit Fee, the Agent's fee, fees or other sums due hereunder or under any of the other Loan Documents, within two for a period of three (23) Business Days after following the day on which date when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;; or (ci) the Borrower shall fail to comply with any of its covenants contained in ss.8, 9 or 10; (d) the Borrower or any of the other Transaction Parties Any Loan Party shall fail to perform any term, covenant or agreement contained in Section 6.05, Section 6.06 (but only as to corporate existence), Section 6.10, Section 6.11, Section 6.13 through 6.30, inclusive, or, for so long as NEE Partners has any obligations pursuant to the NEE Partners Guaranty, NEE Partners shall fail to perform any term, covenant or agreement contained in Article IV of the NEE Partners Guaranty or (ii) any Loan Party shall fail to perform any term covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1Section 8.01) for twenty thirty (2030) days after written notice Notice of sucH such failure has been given to the Borrower Borrowers by the Agent;Agent or any Lender; or (ed) any Any representation or warranty of the Borrower or any of the other Transaction Parties Loan Party in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, or for so long as NEE Partners has obligations pursuant to the NEE Partners Guaranty any representation or warranty of NEE Partners in the NEE Partners Guaranty, shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated;by the terms of this Agreement; or (fe) Any Loan Party, NEE Partners (if the Borrower NEE Partners Guaranty is in effect) or, after March 31, 2016 and subject to the proviso below, any Material Project Company, shall default in the payment when due of any principal of or any of the other Transaction Parties shall fail to pay at maturity, interest on any Funded Debt aggregating US$50,000,000 or within any applicable period of grace, any obligations for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregatemore, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money Funded Debt, in an aggregate amount of US$50,000,000 or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregatemore, for such period of time as would permit (assuming the giving of appropriate notice or the lapse of time if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof;, unless such failure shall have been cured by such Loan Party, NEE Partners or such Material Project Company, as the case may be, or effectively waived by such holder or holders, provided that no Event of Default shall result under this paragraph (f) from an event or circumstance limited to a Material Project Company unless, as result thereof and giving Pro Forma Effect thereto, US Holdings or OpCo would be in violation of Section 6.13, provided further, that no Event of Default shall result under this paragraph (e) from an event or circumstance under the Cash Sweep and Credit Support Agreement until ▇▇▇▇ shall have initiated or participated in legal proceedings to enforce its right to payment under the Cash Sweep and Credit Support Agreement; or (gf) Any Loan Party, NEE Partners (if the Borrower NEE Partners Guaranty is in effect) or, after March 31, 2016 and subject to the proviso below, any Material Project Company shall (1) voluntarily terminate operations or any apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of such Person, or of all or a substantial part of the other Transaction Parties shall assets of such Person, (2) admit in writing its inability, or be generally unable, to pay its debts as the debts become due, (3) make an a general assignment for the benefit of its creditors, (4) commence a voluntary case under the United States Bankruptcy Code (as now or admit hereafter in effect), (5) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (6) fail to controvert in a timely and appropriate manner, or acquiesce in writing its inability to pay or generally fail to pay its debts as they mature or become dueto, any petition filed against it in an involuntary case under the Bankruptcy Code, or (7) take any corporate action for the purpose of effecting any of the foregoing; provided that no Event of Default shall petition result under this paragraph (f) from an event or apply for circumstance limited to a Material Project Company unless, as result thereof and giving Pro Forma Effect thereto, US Holdings or OpCo would be in violation of Section 6.13; or (g) without its application, approval or consent, a proceeding shall be commenced, in any court of competent jurisdiction, seeking in respect of any Loan Party, NEE Partners (if the NEE Partners Guaranty is in effect) or, after March 31, 2016 and subject to the proviso below, any Material Project Company: the liquidation, reorganization, dissolution, winding-up, or composition or readjustment of debt, the appointment of a trustee or other custodiantrustee, receiver, liquidator or receiver the like of the Borrower or any of the other Transaction Parties such Person, or of all or any substantial part of the assets of the Borrower or any of the other Transaction Parties or shall commence any case such Person, or other proceeding like relief in respect of such Person under any law relating to the Borrower or any of the other Transaction Parties under any bankruptcy, insolvency, reorganization, arrangementwinding-up, insolvencyor composition or adjustment of debts unless such proceeding is contested in good faith by such Person; and, readjustment of debtif the proceeding is being contested in good faith by such Person, dissolution the same shall continue undismissed, or liquidation or similar law of any jurisdiction, now or hereafter unstayed and in effect, or shall take for any action to authorize or in furtherance period of any of the foregoingninety (90) consecutive days, or if any an order for relief against such petition or application Person shall be filed entered in any involuntary case under the Bankruptcy Code; provided that no Event of Default shall result under this paragraph (g) from an event or any such case circumstance limited to a Material Project Company unless, as result thereof and giving Pro Forma Effect thereto, US Holdings or other proceeding shall OpCo would be commenced against the Borrower or any in violation of the other Transaction Parties and the Borrower or any of the other Transaction Parties shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof;Section 6.13; or (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the other Transaction Parties bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against any Loan Party or, NEE Partners (if the Borrower or any of the other Transaction Parties NEE Partners Guaranty is in effect) that, with other then undischarged, unsatisfied and unstayed, outstanding final judgmentsjudgments against such Loan Party, undischargedas the case may be, against the Borrower or any of the other Transaction Parties exceeds in the aggregate $5,000,000;US$50,000,000; or (ji) if any of the Loan Documents or the NEE Partners Guaranty (other than to the extent provided therein) shall be cancelledcanceled, terminated, revoked or rescindedrescinded by any applicable Loan Party or NEE Partners, respectively, other than in each case otherwise than accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banksall Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or the NEE Partners Guaranty (other than to the extent provided therein) shall be commenced by or on behalf of the Borrower any applicable Loan Party, or any of the other Transaction Parties party thereto NEE Partners, respectively, or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency Governmental Authority of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or the NEE Partners Guaranty is illegal, invalid or unenforceable in accordance with the terms thereof;; or (kj) (i) with respect to any Guaranteed Pension Plan, (A) an ERISA Reportable Event shall have occurred; (B) an application for a minimum funding waiver shall have been filed; (C) a notice of intent to terminate such plan pursuant to Section 4041(a)(2) of ERISA shall have been issued; (D) a lien under Section 303(k) of ERISA shall be imposed; (E) the PBGC shall have instituted proceedings to terminate such plan; (F) the PBGC shall have applied to have a trustee appointed to administer such plan pursuant to Section 4042 of ERISA; or (G) any event or condition that constitutes grounds for the termination of, or the appointment of a trustee to administer, such plan pursuant to Section 4042 of ERISA shall have occurred or shall exist, provided that with respect to the event or condition described in Section 4042(a)(4) of ERISA, the PBGC shall have notified a Borrower or any ERISA Affiliate incurs that it has made a determination that such plan should be terminated on such basis; or (ii) with respect to any liability to the PBGC or Multiemployer Plan, a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed shall incur liability as a result of a partial or complete withdrawal liability pursuant to Title IV from such plan or the reorganization, insolvency or termination of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000such plan; and, or any in the case of the following occurs with respect to a Guaranteed Pension Plan: each of (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1) of ERISAii), provided the Agent determines Majority Lenders shall have determined in its their reasonable discretioN discretion that such event (A) events or conditions, individually or in the aggregate, reasonably could be expected likely to result in liability of the Borrower to the PBGC or the Plan Borrowers in an aggregate amount exceeding $2,000,000 and (B) could constitute grounds for the termination of such Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension PlanUS$50,000,000; (ii) the appointment by a United States District court of a trustee to administer such Plan; or (iii) the institution by the PBGC of proceedings to terminate such Plan;or (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (mk) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act Change of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000Control; or (pl) any person Collateral Document after delivery thereof pursuant to Section 7.01 or group of persons 6.11 shall for any reason (within other than pursuant to the meaning terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section 6.15) on the Collateral purported to be covered thereby. Notwithstanding anything to the contrary contained in this Article 8, in the event that OpCo or US Holdings fails to comply with the requirements of Section 13 or 14 6.13, until the expiration of the Securities Exchange Act tenth (10th) day subsequent to the date the certificate calculating such compliance is required to be delivered pursuant to Section 6.04(a) or (b) (the period from such failure to comply to such tenth (10th) day, the “Cure Period”), OpCo or US Holdings shall have the right to receive cash contributions to the capital of 1934OpCo or US Holdings, as amended) shall have acquired beneficial ownership applicable (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis); then, and in any such event, so long as the same may be continuingcollectively, the Agent may“Cure Right”), and upon the request receipt by OpCo or US Holdings, as applicable, of such cash (the “Cure Amount”) pursuant to the exercise by OpCo or US Holdings of such Cure Right compliance with the covenants set forth in Section 6.13 shall be recalculated giving effect to the following pro forma adjustments: (i) Covenant Cash Flow of OpCo or US Holdings, as applicable, shall be increased, solely for the purpose of measuring compliance with Section 6.13 by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, OpCo or US Holdings, as applicable, shall then be in compliance with the requirements of Section 6.13, OpCo or US Holdings, as applicable, shall be deemed to have satisfied the requirements of Section 6.13 as of the Majority Banks shallrelevant date of determination with the same effect as though there had been no failure to comply therewith at such date, by notice in writing and the applicable breach or default of Section 6.13 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the Borrower declare all amounts owing contrary, (a) in each Measurement Period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (b) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.13 as of the relevant date of determination and (c) for the initial Measurement Period with respect to this Credit Agreementwhich such equity cure was made, the Notes and increase in Covenant Cash Flow of OpCo or US Holdings, as applicable, resulting from the other Loan Documents and all Reimbursement Obligations to be, and they exercise of the Cure Right shall thereupon forthwith become, immediately due and payable without presentment, demand, protest be disregarded for purposes of determining the availability or other notice amount of any kindcovenant baskets and, all for the purposes of which determining compliance with any covenants that require pro forma compliance with Section 6.13, shall not result in any pro forma increase in cash or debt reduction except to the extent such proceeds are hereby expressly waived by actually applied to prepay indebtedness. For the Borrower; PROVIDED that avoidance of doubt, the increase in the event Covenant Cash Flow of any Event of Default specified in ss.ss.13.1(g) OpCo or 13.1(h)US Holdings, all such amounts shall become immediately due and payable automatically and without any requirement of notice as applicable, resulting from the Agent or exercise of the Cure Right shall not be disregarded in any Bankperiod subsequent to the initial Measurement Period, for any of the purposes described in clause (c).

Events of Default and Acceleration. If any of the following events ("“Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults"”) shall occur: (a) the any Borrower shall fail to pay any principal or interest of the Loans any Loan or any Reimbursement Obligation when the same shall become due and payablepayable (or within three (3) days thereafter), whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the any Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment fee, Fees or any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, Documents or any Hedging Agreement (other than an amount referred to in clause (a) of this Section 13.1) within two five (25) Business Days after the day on which the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the any Borrower shall fail to comply with any of its covenants contained in ss.8Sections 8.3, 9 8.4.1, the first sentence of Section 8.5, Sections 8.11 or 108.13, or Article 10 of this Credit Agreement; (d) the any Borrower or any of the other Transaction Parties shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. Section 13.1) for twenty forty-five (2045) days after written the earlier of (i) the date that the Administrative Agent gives notice of sucH such failure has been given to such Borrower (with a copy to the Borrowing Administrators) and (ii) the date that a senior officer or (with respect to Lionbridge BV) managing director of such Borrower by the Agentobtains actual knowledge of such failure; (e) any representation or warranty of the any Borrower or any of the other Transaction Parties in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Any Borrower or any of the other Transaction Parties shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Consolidated Capitalized Leases, which obligations exceed in each case, having an outstanding principal balance in excess of $5,000,000 in the aggregate1,000,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock), evidencing or securing borrowed money or credit received or in respect of any Consolidated Capitalized Leases exceeding Leases, in each case, having an outstanding principal balance in excess of $5,000,000 in the aggregate1,000,000, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; (g1) the Borrower or any of the other Transaction Parties Obligor shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due; or (2) any Obligor shall make an assignment for the benefit of creditors, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties such Obligor or of any substantial part of the assets of the Borrower or any of the other Transaction Parties such Obligor; or shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties such Obligor under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, ; or shall take any action to authorize or in furtherance of any of the foregoing, ; or (3) if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of the other Transaction Parties Obligor and the Borrower or any of the other Transaction Parties such Obligor shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five ninety (4590) days following the filing thereof; provided, that with respect to any action taken or event occurring under Dutch law with respect to an Obligor, only bankruptcy (faillissement), suspension of payment (surseance van betaling), emergency proceedings (noodregeling), or any other procedure the effect of which is that the Obligor to which it applies loses the free management or ability to dispose of its property (irrespective of whether that procedure is provisional or final), under Dutch law shall qualify as an action or event referred to in this paragraph (g) for purposes of the Loan Documents; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the other Transaction Parties Obligor bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties Obligor in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) forty-five consecutive days, any final judgment against any Borrower for the Borrower or any payment of the other Transaction Parties thatmoney, together with other outstanding final judgmentsfinal, undischarged, unsatisfied and unstayed judgments against the Borrower or any Borrowers, in excess of the other Transaction Parties exceeds $1,000,000 in the aggregate $5,000,000aggregate, unless the same is adequately bonded or is being contested by appropriate proceedings properly instituted and diligently conducted; (j) the holders of all or any part of any Subordinated Debt shall accelerate the maturity of all or any part of such Subordinated Debt, or any Subordinated Debt shall be prepaid, redeemed or repurchased in whole or in part or an offer to prepay, redeem or repurchase any Subordinated Debt in whole or in part shall have been made; (k) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded, or the Administrative Agent’s Liens in a substantial portion of the Collateral shall cease to be perfected or any Pledge Document is deemed ineffective, or shall cease to have the priority contemplated by this Credit Agreement and the Security Documents, in each case otherwise than in accordance with the terms hereof and thereof or with the express prior written agreement, consent or approval of the Banks, Lenders; or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower Obligors or any of the other Transaction Parties their Subsidiaries party thereto or any of their respective stockholders, ; or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (kl) the any Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower 1,000,000, or either Obligor or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,0001,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1Section 302(f)(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretioN discretion that such event (A) could be expected to result in liability of the Borrower Obligors or any of their Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of the such Guaranteed Pension Plan; or (ii) the appointment by a United States District court Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; (lm) the Borrower or any of the other Transaction Parties Obligor shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency Governmental Authority from conducting any material part of its business and such order shall continue in effect for more than thirty forty-five (3045) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the any material damage to, or loss, suspension theft or revocation destruction of, or failure any Collateral, which could reasonably be expected to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)Material Adverse Effect; then, and in any such event, so long as the same may be continuing, (1) with the consent of the Required Lenders, the Administrative Agent may, and or upon the request of the Majority Banks Required Lenders, the Administrative Agent shall, by notice in writing to the Borrower Borrowers declare all amounts owing with respect to this Credit Agreementthe principal of and interest on the Loans, the Notes and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Credit Agreement or any of the other Loan Documents (including, without limitation, all Reimbursement Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all Reimbursement other Obligations (other than Obligations in respect of any Hedging Agreements), to bebe forthwith due and payable, and they whereupon the same shall thereupon forthwith become, immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by waived, anything in this Credit Agreement or the Borrowerother Loan Documents to the contrary notwithstanding; PROVIDED provided, that in upon the event occurrence of any an Event of Default specified in ss.ss.13.1(gSection 13.1(g) or 13.1(h), all such amounts Obligations (other than Obligations in respect of any Hedging Agreements) shall automatically become immediately due and payable automatically without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Credit Agreement or in any other Loan Document to the contrary notwithstanding; (2) with respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration of payment of the Loans, Notes and without any requirement of Reimbursement Obligations pursuant to the preceding paragraph, within three Business Days after the Domestic Borrowing Administrator receives notice from the Administrative Agent demanding the deposit of cash collateral pursuant to this paragraph, the Domestic Borrowers shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to reimburse the relevant LC Issuers for LC Disbursements for which they have not been reimbursed, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligations shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account, plus any Bankaccrued interest thereon or realized profits with respect thereto, shall be returned to the Domestic Borrowing Administrator for account of the Domestic Borrowers within three Business Days after such payment in full; and (3) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers exercise on behalf of the Lenders all of its other rights and remedies under this Credit Agreement, the other Loan Documents and applicable law, in order to satisfy all of the Obligations.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants contained in ss.8Sections 9.1, 9 or 109.4, 9.6, 9.12, 9.14, 10.1 through 10.6, 10.9 through 10.13, 11 and 29 hereof; (d) the Borrower shall fail to perform any term, covenant or agreement contained herein (other than those specified in subsections (a), (b) and (c), above) and such failure shall continue for 30 days; (e) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1Section 14.1) for twenty fifteen (2015) days after written notice of sucH such failure has been given to the Borrower by the Agent; (ef) any representation or warranty of the Borrower or any of the other Transaction Parties in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (fg) the Borrower or any of the other Transaction Parties Borrower, its Subsidiaries, or the General Partner shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed Leases in an aggregate amount greater than $5,000,000 in the aggregate500,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding in an aggregate amount greater than $5,000,000 in the aggregate, 500,000 for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (gh) the Borrower or any of the other Transaction Parties Borrower, its Subsidiaries, or the General Partner shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties such Person(s) or of any substantial part of the assets of the Borrower or any of the other Transaction Parties such Person's or shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of the other Transaction Parties such Person(s) and the Borrower or any of the other Transaction Parties such Person(s) shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five sixty (4560) days following the filing thereof; (hi) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower Borrower, or any of its Subsidiaries, or the other Transaction Parties General Partner bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Person(s) in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ij) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against the Borrower or Borrower, any of its Subsidiaries, or the other Transaction Parties General Partner that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties such Person(s) exceeds in the aggregate $5,000,0001,000,000; (jk) if any of the Loan Documents shall be cancelled, terminated, revoked or rescindedrescinded or the Agent's security interests, mortgages or liens in the Collateral shall cease to be perfected or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the express terms thereof or with the prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties ▇▇▇▇▇▇▇ Group party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (kl) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or any of the following occurs with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Majority Banks shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 250,000 and (B) could such event in the circumstances occurring would be reasonably likely to constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States of America District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the appointment by a United States District court of or a trustee shall have been appointed by such District Court to administer such Plan; or (iii) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (lm) the Borrower or any of the other Transaction Parties its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (mn) there shall occur any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, condemnation or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of or revenue producing activities at any facility or facilities of the Borrower or any of the other Transaction Parties its Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business business, assets or condition (financial condition or otherwise) of the Borrower and the other Transaction Parties, considered as a wholeor such Subsidiary; (no) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeor such Subsidiary; (op) the Borrower or any of the other Transaction Parties ▇▇▇▇▇▇▇ Group shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Partiesof its Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party Subsidiary having a fair market value in excess of $1,000,000250,000; (q) a "Change of Control" under, and as defined in the Senior Indenture shall have occurred; or (pr) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or if the Borrower shall, at any time, legally own or beneficially own control less than one hundred percent (100%) of the shares equity or ownership interests of the capital stock each of Hadco Santa Clar▇ (on its Subsidiaries which is a fully diluted basis)Guarantor; then, and in any such event, so long as the same may be continuing, (x) the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents Documents, and (y) BKB may by notice in writing to the Borrower declare all amounts owing with respect to the Reimbursement Obligations to be, and in either case they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(gSections 14.1(h) or 13.1(h14.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.

Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether at the stated date of maturity or any Reimbursement Obligation accelerated date of maturity or at any other date fixed for payment and such failure shall continue for ten (10) days; (b) Borrower shall fail to pay any interest on the Loans or any other sums due hereunder or under any of the other Loan Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; , and such failure shall continue for ten (b10) days (provided that such grace period will not apply to interest due upon the Borrower or any maturity of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for paymentObligations); (c) the Borrower shall fail to comply with any of its covenants covenant contained in ss.8, 9 §8 or 10§9; (d) the Borrower or shall fail to comply with any of the other Transaction Parties covenant contained in §7.4 and such failure shall continue for ten (10) days; (e) Borrower shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in the other subclauses of this ss. 13.1) §12); and such failure shall continue for twenty thirty (2030) days after written notice of sucH failure has thereof shall have been given to the Borrower by the Agent; (ef) any Any representation or warranty of the made by Borrower or any of the other Transaction Parties in this Credit Agreement or by Borrower in any of the other Loan Documents Document to which it is a party, or in any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, any advance of a Loan, or any of the other Loan Documents shall prove to have been false or misleading in any material respect upon the date when made or deemed to have been made or repeated; (fg) the Borrower or any of the other Transaction Parties shall fail to pay at maturitymaturity or otherwise when due, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect other Indebtedness having an aggregate principal amount outstanding of any Capitalized Leases, which obligations exceed at least $5,000,000 in the aggregate100,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any such borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, other Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (gh) the Borrower or any of the other Transaction Parties (1) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or thereof, including, without limitation, any Mortgaged Property, (2) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (3) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) A petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of Borrower, or any such substantial part of the assets of any thereof, including, without limitation, any Mortgaged Property, or a case or other proceeding shall be commenced against the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any of the other Transaction Parties jurisdiction, now or hereafter in effect, and the Borrower or any of the other Transaction Parties shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five ninety (4590) days following the filing or commencement thereof; (hj) a A decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the other Transaction Parties bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ik) there There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether or not consecutive, any final judgment against the Borrower or any of the other Transaction Parties Borrower, that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties exceeds in the aggregate $5,000,0005,000,000 (to the extent not paid or covered by insurance); (jl) if If any of the Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto CORR or any of their respective stockholders, partners, members or beneficiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (km) the Borrower Any dissolution, termination, partial or complete liquidation, merger or consolidation of any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000Borrower, or any sale, transfer or other disposition of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Eventassets of Borrower, or a failure to make a required installment or other payment (within than as permitted under the meaning terms of ss.302(f)(1) of ERISA), provided the Agent determines in its reasonable discretioN that such event (A) could be expected to result in liability of the Borrower to the PBGC this Agreement or the Plan in an aggregate amount exceeding $2,000,000 and (B) could constitute grounds for the termination of such Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the appointment by a United States District court of a trustee to administer such Plan; or (iii) the institution by the PBGC of proceedings to terminate such Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeLoan Documents; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of Borrower included in the Borrower or such other Transaction Party having a fair market value Collateral; (o) A Change of Control shall occur without the prior written approval of all of Lenders (which consent may be withheld by Lenders in excess of $1,000,000; ortheir sole and absolute discretion); (p) Any Event of Default, as defined in any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act other Loan Documents other than the Limited Guaranty or the Pledge and Security Agreement, shall occur; (q) Any amendment to or termination of 1934a financing statement naming Borrower as debtor and Agent as secured party relating to the Collateral, or any correction statement with respect thereto, is filed in any jurisdiction by, or caused by, or at the instance of Borrower without the prior written consent of Agent (except to the extent of a release of Collateral permitted by this Agreement); or any amendment to or termination of a financing statement naming Borrower as amendeddebtor and Agent as secured party, or any correction statement with respect thereto, is filed in any jurisdiction by any party other than Agent or Agent’s counsel (or by Borrower at Agent’s direction) without the prior written consent of Agent and Borrower fails to use its best efforts to cause the effect of such filing to be completely nullified to the reasonable satisfaction of Agent within ten (10) days after notice to Borrower thereof; (r) Either (i) a “▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇” shall have acquired beneficial ownership occur and be continuing under the Ultra Lease, or (ii) any other “Lessee Event of Default” shall occur and not be cured within ninety (90) days after its occurrence; (s) Any action or proceeding is commenced to foreclose or otherwise realize on the meaning of Rule 13d-3 promulgated ▇▇▇▇▇▇▇ Judgment and such Default is not cured by the Securities and Exchange Commission under said ActBorrower by the earlier of (i) sixty (60) days after commencement of thirty percent any action to have the Mortgaged Property related thereto sold to satisfy the ▇▇▇▇▇▇▇ Judgment, or (30%ii) or more five (5) Business Days prior to entry of any judgment directing the sale of the outstanding shares Mortgaged Property related thereto; (t) Any action or proceeding is commenced to foreclose or otherwise realize on the Nerd Enterprise Mortgage, and such Default is not cured by the Borrower by the earlier of common stock (i) 60 days after the mortgagee or any other party commences any action to foreclose the Nerd Enterprise Mortgage whether by judicial action or under advertisement and power of sale, or (ii) five (5) Business Days prior to the earlier of (x) a sale of the Borrower; orMortgaged Property related thereto, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of or (y) a judgment directing such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)sale; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(g§12.1(h), §12.1(i) or 13.1(h§12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of notice from any of Lenders or Agent. Notwithstanding the Agent other terms of this Agreement or the terms of any Bankother Loan Document, so long as the Ultra Lease remains in effect and the LGS Assets are used, maintained and operated by Lessee as permitted or required by the terms of the Ultra Lease, the breach, default or failure to perform by Borrower under any provision relating to such matters contained in the Loan Documents shall not, in and of itself, result in a Default or Event of Default under this Agreement.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower Borrowers shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for paymentpayment (including, without limitation, amounts due under §3.5); (b) the Borrower or any of the other Transaction Parties Borrowers shall fail to pay any interest on the Loans, the commitment fee, or any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan DocumentsDocuments (including, within two (2without limitation, amounts due under §8.17) Business Days after the day on which when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure continues for five (5) days; (c) the any Borrower or any Guarantor or any of their respective Subsidiaries shall fail to comply with any of its their respective covenants contained in ss.8§§8.1, 8.6, 8.7, 8.8, 8.9, 8.12, 8.21, 8.22, 8.23, 9 or 10; (d) the any Borrower or any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents Document (other than those specified elsewhere in this ss. 13.1§13) and such failure continues for twenty thirty (2030) days after written notice of sucH failure has been given to the Borrower by the Agentdays; (e) any representation or warranty of the any Borrower or any Guarantor or any of the other Transaction Parties their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the any Borrower or any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall (i) fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Capitalized Leases, Leases (x) in respect of any Recourse obligations or credit or (y) in respect of any Without Recourse obligations or credit which obligations exceed total in an aggregate amount in excess of $5,000,000 in the aggregate, 7,500,000; or (ii) fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding (x) in respect of any Recourse obligations or credit or (y) in respect of any Without Recourse obligations or credit in an aggregate amount in excess of $5,000,000 7,500,000, in the aggregate, either case for such period of time as would permit (assuming after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof;, or an "Event of Default" shall occur and be continuing under the Note Purchase Agreement that permits acceleration; or (iii) default in any payment obligation under a Hedge Agreement, and such default shall continue after any applicable grace period contained in such Hedge Agreement or any other agreement or instrument relating thereto. (g) the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries or of any substantial part of the properties or assets of the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries or shall commence any case or other proceeding relating to the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries and the Borrower (i) any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or (ii) any such petition petition, application, case or application other proceeding shall not have been dismissed within forty-five continue undismissed, or unstayed and in effect, for a period of sixty (4560) days following the filing thereofdays; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any uninsured final judgment against the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against the Borrower any Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries exceeds in the aggregate $5,000,0001,000,000; (j) if any of the Loan Documents or any material provision of any Loan Documents shall be cancelled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksRequired Lenders (or all Lenders if required under §26), or any Guaranty shall be cancelled, terminated, revoked or rescinded at any time or for any reason whatsoever, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the any Borrower or any of the other Transaction Parties party thereto its Subsidiaries or any Guarantor or any of their respective stockholdersits Subsidiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; (k) any "Event of Default" or default (after notice and expiration of any period of grace, to the extent provided, and if none is specifically provided, then for a period of thirty (30) days after notice), as defined or provided in any of the other Loan Documents, shall occur and be continuing; (l) any Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the 500,000, or any Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000500,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1§302(f)(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretioN discretion that such event (A) could be expected to result in liability of the any Borrower or any of their respective Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 500,000, and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of the such Guaranteed Pension Plan; or (ii) the appointment by a United States District court Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days;; or (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (pi) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%a) 20% or more of the outstanding shares of common stock of Sovran, or (b) 33% or more in the Borroweraggregate of the outstanding limited partnership interests of SALP (other than by Sovran and its wholly-owned Subsidiaries); or, (ii) Holdings ceasing to be the sole general partner and sole investment manager of SALP; (iii) Sovran and its wholly-owned Subsidiaries cease to beneficially own 100% of the capital stock of Holdings; or (iv) during any period of twelve consecutive calendar months, individuals who were directors of the Borrower Sovran on the first day of such period (together with directors whose election by the Board of Directors or whose nomination for election by Sovran's stockholders was approved by a vote of at least two-thirds of the members of the Board of Directors then in office who either were members of the Board of Directors on the Restatement Date or whose election or nomination for election was previously so approved) shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)Sovran; then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Majority Banks Required Lenders shall, by notice in writing to the Borrower Borrowers, declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowereach Borrower and each Guarantor; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(g§13.1(g) or §13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from any of the Lenders or the Administrative Agent or any Bankaction by the Lenders or the Administrative Agent.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment fee, Loans or any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants covenant contained in ss.8, 9 Section 7.14 or 10Section 7.15; (d) the Borrower shall fail to comply with any covenant contained in Section 9, and such failure shall continue for 30 days after written notice thereof shall have been given to the Borrower by the Agent; (e) any of the Borrower, the General Partners, the Guarantors or any of the other Transaction Parties their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere above in this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to the Borrower by the AgentSection 12); (ef) any representation or warranty made by or on behalf of the Borrower Borrower, the General Partners, the Guarantors or any of the other Transaction Parties their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or in any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, any advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (fg) any of the Borrower Borrower, the General Partners, the Guarantors or any of the other Transaction Parties their respective Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregateother Indebtedness, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any such borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, other Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (gh) any of the Borrower Borrower, the General Partners, the Guarantors or any of the other Transaction Parties their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties such Person or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or thereof, (ii) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (i) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, the General Partners, the Guarantors or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any of the other Transaction Parties jurisdiction, now or hereafter in effect, and the Borrower or any of the other Transaction Parties such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five (45) 60 days following the filing or commencement thereof; (hj) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any of the Borrower Borrower, the General Partners, the Guarantors or any of the other Transaction Parties their respective Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Person, in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ik) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) 60 days, whether or not consecutive, any uninsured final judgment against any of the Borrower Borrower, the General Partners, the Guarantors or any of the other Transaction Parties their respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, against the Borrower or any of the other Transaction Parties such Persons exceeds in the aggregate $5,000,0001,000,000.00; (jl) if any of the Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto Borrower, the General Partners, the Guarantors or any of their respective stockholdersholders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (km) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrower, the General Partners, the Guarantors or any sale, transfer or other disposition of the assets of any of the Borrower, the General Partners, the Guarantors other than as permitted under the terms of this Agreement or the other Loan Documents; (n) any suit or proceeding shall be filed against any of the Borrower, the General Partners or the Guarantors or any of their respective assets which in the good faith business judgment of the Majority Banks after giving consideration to the likelihood of success of such suit or proceeding and the availability of insurance to cover any judgment with respect thereto and based on the information available to them, if adversely determined, would have a materially adverse affect on the ability of the Borrower or any ERISA Affiliate incurs any liability a Guarantor to perform each and every one of its obligations under and by virtue of the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, or Loan Documents; (o) any of the following occurs Borrower, the General Partners or the Guarantors shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of such Person; (p) with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Majority Banks shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of any of the Borrower Borrower, the General Partners, the Guarantors or any of their Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000 and (B) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) or a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; or (iii) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (lq) any of the Borrower Guarantors denies that such Guarantor has any liability or obligation under the Guaranty, or shall notify the Agent or any of the other Transaction Parties Banks of such Guarantor's intention to attempt to cancel or terminate the Guaranty, or shall be enjoinedfail to observe or comply with any term, restrained covenant, condition or in any way prevented by agreement under the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) daysGuaranty; (mr) there shall occur any strikeDon R. Daseke, lockoutMarsha▇▇ ▇. ▇▇▇▇▇▇▇, labor dispute, embargo, condemnation, act of God ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇nd ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇i sha▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇te own directly or public enemy, or other casualty, which in any such case causes, for more indirectly less than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty five percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (1005.0%) of the issued and outstanding shares of the capital stock of Hadco Santa ClarWalden; (s) ▇▇▇ ▇. Daseke shall c▇▇▇▇ ▇▇ ▇▇ ▇▇e Chairman and Chief Executive Officer of, or Marshall B. Edwards s▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇e President and Chief Acquisitions Officer of, or Mark S. Dillinger sha▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇e Chief Financial Officer of, or Steve T. Lamberti sha▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇e Chief Operating Officer of, Walden, and a compete▇▇ ▇▇▇ experienced successor for such Person shall not be approved by the Majority Banks within six (on a fully diluted basis)6) months of such event, such approval not to be unreasonably withheld; or (t) any Event of Default as defined in any of the other Loan Documents, shall occur; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(gSection 12.1(h), Section 12.1(i) or 13.1(hSection 12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of notice from any of the Banks or the Agent. The Borrower and any other Person shall be entitled to conclusively rely on a statement from the Agent or any Bankthat it has the authority to act for and bind the Banks pursuant to this Agreement and the other Loan Documents.

Events of Default and Acceleration. If any of the following events ("Events of DefaultEVENTS OF DEFAULT" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "DefaultsDEFAULTS") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payablepayable (including, without limitation, under and pursuant to Section 3.2(a) and (b)), whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay any interest on the Loans, the commitment fee, any Letter of Credit Fee, the Agent's feeFees, or other sums due hereunder or under any of the other Loan Documents, within two three (23) Business Days after the day on which the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to comply with any of its covenants contained in ss.8Sections 8.1, 9 the first sentence of 8.4.1, the first sentence of 8.5, 9.1 - 9.6 or 10; (d) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. Section 13.1) for twenty thirty (2030) days after written notice of sucH such failure has been given to the Borrower by the Administrative Agent; (e) any representation or warranty of the Borrower or any of the other Transaction Parties its Subsidiaries (whether in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement) shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of any Capitalized Leases, which obligations exceed in an aggregate principal amount in excess of $5,000,000 in the aggregate5,000,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding Leases, in an aggregate principal amount in excess of $5,000,000 in the aggregate5,000,000, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; (g) the Borrower or any of the other Transaction Parties its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties its Subsidiaries or of any substantial part of the assets of the Borrower or any of the other Transaction Parties its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of the other Transaction Parties its Subsidiaries and the Borrower or any of the other Transaction Parties its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five sixty (4560) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of the other Transaction Parties its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the other Transaction Parties Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) sixty days, whether or not consecutive, any final judgment against the Borrower or any of the other Transaction Parties its Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties its Subsidiaries exceeds in the aggregate $5,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; 5,000,000, or the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,0005,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1Section 302(f)(1) of ERISA), provided PROVIDED that the Administrative Agent determines in its reasonable discretioN discretion that such event (A) could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 5,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of the such Guaranteed Pension Plan; or (ii) the appointment by a United States District court Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower or any of its Subsidiaries is obligated to repurchase $5,000,000 or more of receivables of the other Transaction Parties shall be enjoinedtype described in clause (g) of the definition of "Indebtedness" hereof, restrained whether sold under a purchase facility or otherwise, or a termination event occurs in connection with any way prevented by the order of such sale or with respect to any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days;facility; or (m) there a Change of Control shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; or (p) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)occur; then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Majority Banks Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in the event of any Event of Default specified in ss.ss.13.1(gSections 13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Administrative Agent or any BankLender.

Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of any of the Loans or any Reimbursement Obligation when after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the commitment fee, any Letter Letters of Credit Fee, the Agent's feeCredit, or any other fees or sums due hereunder or under any of the other Loan Documents, within two ten (210) Business Days days after the day on which the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower or the Trust shall fail to comply with any covenant contained in §9, and such failure shall continue for thirty (30) days after written notice thereof shall have been given to the Borrower by the Agent; provided, however, that in the event that Borrower or the Trust shall fail to comply with the covenant set forth in §9.5, then the same shall not constitute a Default hereunder in the event that Borrower prepays the Loans or provides additional Mortgaged Property in accordance with the terms of this Agreement in an amount sufficient such that Borrower and the Trust would be fully in compliance with the covenant set forth in §9.5 within ninety (90) days of the earlier to occur of (i) Borrower obtaining knowledge of such noncompliance, (ii) Borrower reporting any such noncompliance, or (iii) receipt by Borrower of written notice of such noncompliance from Agent; provided further that within thirty (30) days of the earlier to occur of the events described in clauses (i)-(iii) above of this §12.1(c), Borrower shall deliver to Agent a description of its covenants contained proposed plan to cure such noncompliance under §9.5 (although the failure to follow such plan shall not constitute an independent Default under this §12.1(c)); and provided further, that during any period in ss.8which Borrower or the Trust shall fail to be in compliance of any covenant in §9.5, 9 then the Banks shall have no obligation to make Loans or 10to issue Letters of Credit; (d) the Borrower or any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall fail to perform any other material term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1) §12), and such failure shall continue for twenty thirty (2030) days after written notice of sucH failure has thereof shall have been given to the Borrower by the Agent; provided, however, that in the event that such failure shall be a failure to comply with the terms of §8.7(a) or (b), the Borrower shall be afforded a period of one (1) fiscal quarter to cure such failure provided that the Distribution which caused such failure was historically consistent with prior dividends; (e) any representation or warranty made by or on behalf of the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or in any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, any advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of other Indebtedness (including, without limitation, any Capitalized Leases, which obligations exceed $5,000,000 in the aggregateDerivatives Contract), or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any such borrowed money or credit received or in respect of other Indebtedness (including, without limitation, any Capitalized Leases exceeding $5,000,000 in the aggregate, for Derivatives Contract)for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the prepayment or purchase thereof, provided that the events described in this §12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in this §12.1(f), involve singly or in the aggregate obligations for Recourse Indebtedness totaling in excess of $10,000,000.00 or Non-recourse Indebtedness totaling in excess of $30,000,000.00; (g) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties such Person or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or thereof, (ii) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (h) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, any Guarantor or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any of the other Transaction Parties jurisdiction, now or hereafter in effect, and the Borrower or any of the other Transaction Parties such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five sixty (4560) days following the filing or commencement thereof; (hi) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any of the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ij) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether or not consecutive, any uninsured final judgment against any of the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, against the Borrower or any of the other Transaction Parties such Persons exceeds in the aggregate $5,000,00010,000,000.00; (jk) if any of the Loan Documents or the Contribution Agreement shall be cancelledcanceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or the Contribution Agreement shall be commenced by or on behalf of the Borrower or Borrower, any Guarantor, any of the other Transaction Parties party thereto their respective Subsidiaries or any of their respective stockholdersholders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (kl) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or the Trust or any of their respective Subsidiaries or any sale, transfer or other disposition of the assets of the Borrower, the Trust or any of their respective Subsidiaries other than as permitted under the terms of this Agreement or the other Loan Documents; (m) any suit or proceeding shall be filed against the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, Guarantor or any of their respective Subsidiaries or any of their respective assets which in the good faith business judgment of the Majority Banks after giving consideration to the likelihood of success of such suit or proceeding and the availability of insurance to cover any judgment with respect thereto and based on the information available to them if adversely determined, would have a materially adverse effect on the ability of the Borrower, any Guarantor or any of their respective Subsidiaries to perform each and every one of its obligations under and by virtue of the Loan Documents and such suit or proceeding is not dismissed within sixty (60) days following occurs the filing or commencement thereof; (n) the Borrower, any Guarantor, any of their respective Subsidiaries or any Person so connected with them shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of Borrower, any Guarantor or any of their respective Subsidiaries, including the Real Estate; (o) with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Majority Banks shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of the Borrower Borrower, any Guarantor or any of their respective Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000 and (B) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) or a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; Plan or (iii) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (lp) a Change of Control shall occur; (q) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall cease to be active on a daily basis in the management of the Trust and the Borrower or and a competent and experienced successor for such Person shall not be approved by the Majority Banks within six (6) months of such event, such approval not to be unreasonably withheld; (r) any Event of Default (as defined in any of the other Transaction Parties Loan Documents) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000occur; or (ps) The Borrower and the Guarantor and any person of their respective Subsidiaries shall fail to pay at maturity, or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any applicable period of twelve consecutive calendar monthsgrace, individuals who were directors of the Borrower on the first day of any Subordinated Debt, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any such Subordinated Debt for such period shall cease of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to constitute accelerate the maturity thereof or require a majority of the board of directors of the Borrower redemption, retirement, prepayment, purchase or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)defeasance thereof; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower (in addition to the rights afforded under §12.3) (i) declare all amounts owing with respect to this Credit Agreement, the Notes Notes, the Letters of Credit and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED , and (ii) require the Borrower to immediately cash collateralize all outstanding Letters of Credit or obtain replacement letters of credit for such Letters of Credit, all in a manner satisfactory to the Issuing Bank and the Majority Banks, or alternatively upon demand by Agent, the Issuing Bank or the Majority Revolving Credit Banks in their absolute and sole discretion, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Revolving Credit Banks will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit, the proceeds of which will be pledged to and held by Agent as security for any amounts that in become payable under the Letters of Credit and all other Obligations and Hedge Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations and Hedge Obligations or if there are no outstanding Obligations or Hedge Obligations and the Banks have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the Borrower will be released to the Borrower. In the event of any Event of Default specified in ss.ss.13.1(g§12.1(g), §12.1(h) or 13.1(h§12.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Agent Banks or any Bankthe Agent.

Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Term Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for paymentpayment and, except in the case of an acceleration of the maturity of the Term Loans, in which case an Event of Default shall occur immediately, such failure shall, except with respect to the failure to pay the outstanding principal amount of the Term Loans on the Maturity Date (for which no cure period shall exist), continue for a period of five (5) days; (b) the Borrower or any of the other Transaction Parties its Subsidiaries shall fail to pay any interest on the Term Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, fees or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for paymentpayment and, except in the case of an acceleration of the maturity of the Term Loans, in which case an Event of Default shall occur immediately, such failure shall continue for a period of five (5) days; (c) the Borrower or the Guarantor shall fail to comply with any of its covenants contained in ss.8§§8.1, 8.2 (other than, with respect to the Guarantor, moves within the State of California, or with respect to the Borrower, moves within Barbados), 8.4, 8.5, 8.6, 8.9, 8.12, 9 or 1010 or any of the covenants contained in any of the Security Documents (provided, that this reference to covenants in the Security Documents shall not abridge grace periods provided therein with respect to certain Defaults also addressed in this Loan Agreement); (d) the Borrower Borrower, the Guarantor or any of the other Transaction Parties their respective Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. §13.1) for twenty fifteen (2015) days after written notice of sucH such failure has been given to the Borrower or the Guarantor by the Administrative Agent; (e) any representation or warranty of the Borrower Borrower, the Guarantor or any of the other Transaction Parties their respective Subsidiaries in this Credit Loan Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Loan Agreement shall prove to have been false false, incorrect or incomplete in any material respect upon the date when made or deemed to have been made or repeated; (f) Borrower, the Borrower Guarantor or any of the other Transaction Parties their respective Subsidiaries shall (x) fail to pay at maturity, or within any applicable period of grace, (i) any obligations obligation for borrowed money or credit received or in an aggregate principal amount in excess of $20,000,000, (ii) any obligation in respect of any Capitalized Leases, which obligations exceed Leases in an aggregate amount in excess of $5,000,000 in the aggregate20,000,000, or (iii) any obligation in respect of any operating leases with respect to which the present value (calculated at a discount rate of nine percent (9%) per annum) of the future obligations of the Borrower, the Guarantor or any of their respective Subsidiaries thereunder exceeds $20,000,000, or (y) fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound referenced in clauses (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock), evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases exceeding $5,000,000 in the aggregate, i) through (iii) above for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; (gi) the Borrower Borrower, the Guarantor or any of the other Transaction Parties Material Subsidiary shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower Borrower, the Guarantor or any of the other Transaction Parties such Material Subsidiary or of any substantial part of the assets of the Borrower Borrower, the Guarantor or any of the other Transaction Parties such Material Subsidiary or shall commence any case or other proceeding relating to the Borrower Borrower, the Guarantor or any of the other Transaction Parties such Material Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, ; or (ii) if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower Borrower, the Guarantor or any of Material Subsidiary and, with respect to this clause (ii) only, (x) the other Transaction Parties and Borrower, the Borrower Guarantor or any of the other Transaction Parties such Material Subsidiary shall indicate its approval thereof, consent thereto or acquiescence therein or (y) such petition or application shall not have been dismissed within forty-five thirty (4530) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower Borrower, the Guarantor or any of the other Transaction Parties Material Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower Borrower, the Guarantor or any of the other Transaction Parties Material Subsidiary in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against Borrower, the Borrower Guarantor or any of the other Transaction Parties their respective Subsidiaries that, with other outstanding final judgments, undischarged, against Borrower, the Borrower Guarantor or any of the other Transaction Parties their respective Subsidiaries exceeds in the aggregate $5,000,000; (j) if any of the Loan Documents shall be cancelled, terminated, revoked revoked, voided or rescindedrescinded or the Administrative Agent’s Liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower Borrower, the Guarantor or any of the other Transaction Parties their respective Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (k) the Borrower any Loan Party or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan in connection with the termination of a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower 5,000,000, or any Loan Party or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,0005,000,000, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of ss.302(f)(1§302(0(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretioN discretion that such event (A) could be expected to result in liability of the Borrower Borrower, the Guarantor or any of their respective Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 5,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien Lien in favor of the such Guaranteed Pension Plan; or (ii) the appointment by a United States District court Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower Borrower, the Guarantor or any of the other Transaction Parties Material Subsidiary shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency Governmental Authority from conducting any material part of its business if such circumstance could reasonably be expected to have a Material Adverse Effect, and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower Borrower, the Guarantor or any of the other Transaction Parties their respective Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeMaterial Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower Borrower, the Guarantor or any of the other Transaction Parties their respective Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a wholeMaterial Adverse Effect; (o) Borrower, the Borrower Guarantor or any of the other Transaction Parties their respective Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against Borrower, the Borrower Guarantor or any the other Transaction Partiesof their respective Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of the Borrower Borrower, the Guarantor or such other Transaction Party Subsidiary included in the Borrowing Base or any assets of the Borrower, the Guarantor or such Subsidiary not included in the Borrowing Base but having a fair market value in excess of $1,000,0005,000,000; or (p) any person or group a Change of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) Control shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)occur; then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Majority Banks Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Loan Agreement, the Term Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrower and the Guarantor; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(g§§13.1(g) or 13.1(h), all such amounts shall become immediately due and payable payable, automatically and without any requirement of notice from the Administrative Agent or any BankLender.

Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the commitment fee, any Letter Letters of Credit Fee, the Agent's fee, or any fees or other sums due hereunder or under any of the other Loan Documents, within two (2) Business Days after the day on which Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower shall fail to perform any term, covenant or agreement contained in §9, and with respect to a failure to comply with any of its covenants contained in ss.8§9.1, 9 or 10§9.2 and §9.4 only, such failure shall continue for five (5) Business Days after such occurrence; (d) any of the Borrower Borrower, the Guarantors or any of the other Transaction Parties their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subsections or clauses of this ss. 13.1) for twenty (20) days after written notice of sucH failure has been given to §12 or in the Borrower by the Agentother Loan Documents); (e) any representation or warranty made by or on behalf of the Borrower Borrower, the Guarantors or any of the other Transaction Parties their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument prepared by or on behalf of the Borrower or a Guarantor and delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases, which obligations exceed $5,000,000 in the aggregateDerivatives Contract), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases exceeding $5,000,000 in the aggregate, Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the prepayment, redemption, purchase, termination or other settlement thereof; provided, however, that the events described in this §12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(f), involves singly or in the aggregate (i) any obligations for Indebtedness or under Derivative Contracts (other than Non-Recourse Indebtedness) or (ii) Non-Recourse Indebtedness totaling $25,000,000.00 or greater; (g) any of the Borrower Borrower, the Guarantors, or any of the other Transaction Parties their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower for it or any of the other Transaction Parties or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or its assets, (ii) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (h) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, the Guarantors, or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any of the other Transaction Parties jurisdiction, now or hereafter in effect, and the Borrower or any of the other Transaction Parties such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five ninety (4590) days following the filing or commencement thereof; (hi) a decree or order is entered appointing any such a trustee, custodian, liquidator or receiver or adjudicating for any of the Borrower Borrower, the Guarantors, or any of the other Transaction Parties their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ij) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty forty-five (3045) days, any whether or not consecutive, one (1) or more uninsured or unbonded final judgment judgments against the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower either individually or any of the other Transaction Parties exceeds in the aggregate aggregate, exceed $5,000,00010,000,000.00 per occurrence or during any twelve (12) month period; (jk) if any of the Loan Documents or the Contribution Agreement shall be cancelleddisavowed, canceled, terminated, revoked or rescinded, rescinded by the Borrower or any Guarantor other than in each case otherwise than accordance with the terms thereof or the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to disavow, cancel, revoke revoke, rescind or rescind challenge or content the validity or enforceability of any of the Loan Documents or the Contribution Agreement shall be commenced by or on behalf of the Borrower or any of the other Transaction Parties party thereto or any of their respective stockholdersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (kl) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or Borrower, any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, Guarantor or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the following occurs assets of the Borrower, any Guarantor or any of their respective Subsidiaries shall occur, in each case, other than as permitted under the terms of this Agreement or the other Loan Documents; (m) with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Required Lenders shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of the Borrower Borrower, the Guarantors or any of their respective Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 10,000,000.00 and (Bx) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; or (iiy) a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; or (iiiz) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower or any of the other Transaction Parties shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure forfeiture to renewthe United States of America of (i) any assets of the Borrower, any license or permit now held or hereafter acquired by the Borrower Guarantor or any of their respective Subsidiaries which in the other Transaction Parties if such loss, suspension, revocation or failure good faith judgment of the Required Lenders could reasonably be expected to renew would have a material adverse effect on the business Material Adverse Effect, or financial condition of the Borrower and the other Transaction Parties, considered as a whole(ii) any Collateral; (o) any Guarantor denies that it has any liability or obligation under the Borrower Guaranty or any other Loan Document, or shall notify the Agent or any of the Lenders of such Guarantor’s intention to attempt to cancel or terminate the Guaranty or any other Transaction Parties shall be indicted for a state or federal crimeLoan Document, or shall fail to observe or comply with any civil term, covenant, condition or criminal action shall otherwise have been brought or threatened against the Borrower agreement under any Guaranty or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000; orLoan Document; (p) any person Change of Control shall occur; (q) any default, material misrepresentation or group breach of persons warranty by the Borrower as the subordinate lender under any Subordination Agreement; or (within the meaning r) an Event of Section 13 or 14 Default under any of the Securities Exchange Act of 1934, as amended) other Loan Documents shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)occur; then, and in any such event, so long as the same may be continuing, the Agent may, and and, upon the request of the Majority Banks shallRequired Lenders, shall by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes Notes, the Letters of Credit and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED provided that in the event of any Event of Default specified in ss.ss.13.1(g§§12.1(g), 12.1(h) or 13.1(h12.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, the Borrower hereby expressly waiving any right to notice of intent to accelerate and notice of acceleration. Upon demand by the Agent or the Required Lenders in their absolute and sole discretion after the occurrence and during the continuance of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any Banksuch Revolving Credit Loan will be pledged to and held by the Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. In the alternative, if demanded by the Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, the Borrower will deposit into the Collateral Account and pledge to the Agent cash in an amount equal to the amount of all undrawn Letters of Credit. Such amounts will be pledged to and held by the Agent for the benefit of the Lenders as security for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. Upon any draws under Letters of Credit, at the Agent’s sole discretion, the Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations and Hedge Obligations or if there are no outstanding Obligations and Hedge Obligations and the Lenders have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the Borrower will be released to the Borrower.

Events of Default and Acceleration. If any of the following events ("“Events of Default" ” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "“Defaults"”) shall occur: (a) the Borrower shall fail to pay any principal of any of the Loans or any Reimbursement Obligation when after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans, the commitment fee, or any Letter of Credit Fee, the Agent's fee, other fees or other sums due hereunder or under any of the other Loan Documents, within two ten (210) Business Days days after the day on which the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrower or the Trust shall fail to comply with any of its covenants covenant contained in ss.8§9, 9 and such failure shall continue for thirty (30) days after written notice thereof shall have been given to the Borrower by the Agent; provided, however, that in the event that Borrower or 10the Trust shall fail to comply with §9.5, then the same shall not constitute a Default hereunder in the event that Borrower prepays the Loans or provides additional Unencumbered Borrowing Base Property in accordance with the terms of this Agreement in an amount sufficient such that Borrower and the Trust would be fully in compliance with the covenant set forth in §9.5 within five (5) days of the earlier to occur of (i) Borrower obtaining knowledge of such noncompliance, (ii) Borrower reporting any such noncompliance, or (iii) receipt by Borrower of written notice of such noncompliance from Agent; and provided further, that during any period in which Borrower or the Trust shall fail to be in compliance of any covenant in §9.5, then the Banks shall have no obligation to make Loans; (d) the Borrower or any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this ss. 13.1) §12), and such failure shall continue for twenty thirty (2030) days after written notice of sucH failure has thereof shall have been given to the Borrower by the Agent; provided , however , that in the event that such failure shall be a failure to comply with the terms of §8.7(b), the Borrower shall be afforded a period of one (1) fiscal quarter to cure such failure provided that the Distribution which caused such failure was historically consistent with prior dividends; provided , further that no cure period shall be available with respect to a failure to comply with the terms of §7.5(a) or §8.4; (e) any representation or warranty made by or on behalf of the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or in any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, any advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligations obligation for borrowed money or credit received or in respect of other Indebtedness (including, without limitation, any Capitalized Leases, which obligations exceed $5,000,000 in the aggregateDerivatives Contract), or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock)bound, evidencing or securing any such borrowed money or credit received or in respect of other Indebtedness (including, without limitation, any Capitalized Leases exceeding $5,000,000 in the aggregate, for Derivatives Contract)for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the prepayment or purchase thereof, provided that the events described in this §12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in this §12.1(f), involve singly or in the aggregate obligations for Recourse Indebtedness totaling in excess of $10,000,000.00 or Non-recourse Indebtedness totaling in excess of $30,000,000.00; (g) the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of the other Transaction Parties such Person or of any substantial part of the assets of the Borrower or any of the other Transaction Parties or thereof, (ii) shall commence any case or other proceeding relating to the Borrower or any of the other Transaction Parties such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; (h) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower, any Guarantor or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any of the other Transaction Parties jurisdiction, now or hereafter in effect, and the Borrower or any of the other Transaction Parties such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five sixty (4560) days following the filing or commencement thereof; (hi) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any of the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any of the other Transaction Parties such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ij) there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty sixty (3060) days, whether or not consecutive, any uninsured final judgment against any of the Borrower Borrower, any Guarantor or any of the other Transaction Parties their respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, against the Borrower or any of the other Transaction Parties such Persons exceeds in the aggregate $5,000,00010,000,000.00; (jk) if any of the Loan Documents or the Contribution Agreement shall be cancelledcanceled, terminated, revoked or rescinded, in each case rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or the Contribution Agreement shall be commenced by or on behalf of the Borrower or Borrower, any Guarantor, any of the other Transaction Parties party thereto their respective Subsidiaries or any of their respective stockholdersholders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (kl) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or the Trust or any of their respective Subsidiaries or any sale, transfer or other disposition of the assets of the Borrower, the Trust or any of their respective Subsidiaries other than as permitted under the terms of this Agreement or the other Loan Documents; (m) any suit or proceeding shall be filed against the Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $2,000,000; the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $2,000,000, Guarantor or any of their respective Subsidiaries or any of their respective assets which in the good faith business judgment of the Majority Banks after giving consideration to the likelihood of success of such suit or proceeding and the availability of insurance to cover any judgment with respect thereto and based on the information available to them if adversely determined, would have a materially adverse effect on the ability of the Borrower, any Guarantor or any of their respective Subsidiaries to perform each and every one of its obligations under and by virtue of the Loan Documents and such suit or proceeding is not dismissed within sixty (60) days following occurs the filing or commencement thereof; (n) the Borrower, any Guarantor, any of their respective Subsidiaries or any Person so connected with them shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of Borrower, any Guarantor or any of their respective Subsidiaries, including the Real Estate; (o) with respect to a any Guaranteed Pension Plan: (i) , an ERISA Reportable Event, or a failure to make a required installment or other payment (within Event shall have occurred and the meaning of ss.302(f)(1) of ERISA), provided the Agent determines Majority Banks shall have determined in its their reasonable discretioN discretion that such event (A) reasonably could be expected to result in liability of the Borrower Borrower, any Guarantor or any of their respective Subsidiaries to the PBGC or the such Guaranteed Pension Plan in an aggregate amount exceeding $2,000,000 1,000,000 and (B) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan or for the imposition of a lien in favor of the Guaranteed Pension Plan; (ii) or a trustee shall have been appointed by the appointment by a United States District court of a trustee Court to administer such Plan; Plan or (iii) the institution by the PBGC of shall have instituted proceedings to terminate such Guaranteed Pension Plan; (lp) a Change of Control shall occur; (q) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall cease to be active on a daily basis in the management of the Trust and the Borrower or and a competent and experienced successor for such Person shall not be approved by the Majority Banks within six (6) months of such event, such approval not to be unreasonably withheld; (r) any Event of Default (as defined in any of the other Transaction Parties Loan Documents) shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower or any of the other Transaction Parties if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of the other Transaction Parties if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and the other Transaction Parties, considered as a whole; (o) the Borrower or any of the other Transaction Parties shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any the other Transaction Parties, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such other Transaction Party having a fair market value in excess of $1,000,000occur; or (ps) The Borrower and the Guarantor and any person of their respective Subsidiaries shall fail to pay at maturity, or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of thirty percent (30%) or more of the outstanding shares of common stock of the Borrower; or, during any applicable period of twelve consecutive calendar monthsgrace, individuals who were directors of the Borrower on the first day of any Subordinated Debt, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any such Subordinated Debt for such period shall cease of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to constitute accelerate the maturity thereof or require a majority of the board of directors of the Borrower redemption, retirement, prepayment, purchase or the Borrower shall, at any time, legally or beneficially own less than one hundred percent (100%) of the shares of the capital stock of Hadco Santa Clar▇ (on a fully diluted basis)defeasance thereof; then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower (in addition to the rights afforded under §12.3) declare all amounts owing with respect to this Credit Agreement, the Notes Notes, and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; PROVIDED that in . In the event of any Event of Default specified in ss.ss.13.1(g§12.1(g), §12.1(h) or 13.1(h§12.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Agent Banks or any Bankthe Agent.