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 Borrowers 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers shall fail to comply with the covenant contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2; (d) any of the Borrowers or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries in this Agreement or any other Loan 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 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; (g) any of the Borrowers shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtedness, or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and the holder or holders thereof or of any obligations issued thereunder have accelerated the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (h) any of the Borrowers or REIT, (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 for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to 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; (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 or REIT or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) days following the filing or commencement thereof; (j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one or more uninsured or unbonded final judgments against Parent Borrower or any Subsidiary Borrower that, either individually or in the aggregate, exceed $25,000,000; (l) any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, 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; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability of any of the Borrowers to pay money to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (o) any Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents shall occur; then, and upon any such Event of Default, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowers.

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 Borrowers 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 Borrowers Borrower or any of the other Transaction Parties shall fail to pay any interest on the Loans within five (5) days Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the date that other Loan Documents, within two (2) Business Days after the day on which the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers Borrower shall fail to comply with the covenant any of its covenants contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2ss.8, 9 or 10; (d) the Borrower or any of the Borrowers or any of their respective Subsidiaries other Transaction Parties shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 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 subclauses Transaction Parties in this Credit Agreement or any of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries in this Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (gf) the Borrower or any of the Borrowers other Transaction Parties shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation obligations for borrowed money or credit received or other Indebtednessin respect of any Capitalized Leases, which obligations exceed $5,000,000 in the aggregate, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is boundbound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of Margin Stock), evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and 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 have accelerated to accelerate the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (hg) the Borrower or any of the Borrowers or REIT, (i) other Transaction Parties 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 for it of the Borrower or any of the other Transaction Parties or of any substantial part of its assets, (ii) the assets of the Borrower or any of the other Transaction Parties or shall commence any case or other proceeding relating to it 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against the Borrower or any such Person under of the other Transaction Parties and the Borrower or any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person the other Transaction Parties shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case petition or proceeding application shall not have been dismissed within ninety forty-five (9045) days following the filing or commencement thereof; (jh) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for or adjudicating the Borrower or any of the Borrowers or REIT or adjudicating any such Person, 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 such Person of the other Transaction Parties in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ki) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty thirty (6030) days one or more uninsured or unbonded days, any final judgments judgment against Parent the Borrower or any Subsidiary Borrower of the other Transaction Parties that, either individually with other outstanding final judgments, undischarged, against the Borrower or any of the other Transaction Parties exceeds in the aggregate, exceed aggregate $25,000,0005,000,000; (lj) if any of the Loan Documents shall be canceledcancelled, terminated, revoked or rescinded rescinded, in each case otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required LendersBanks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the Borrowersother 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 determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (mk) the Borrower or any dissolutionERISA 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, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) following occurs with respect to any a Guaranteed Pension Plan, : (i) an ERISA Reportable Event shall have occurred and 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 reasonably would (A) could be expected to result in liability of any of the Borrowers to pay money Borrower to the PBGC or such Guaranteed Pension the Plan in an aggregate amount exceeding $25,000,000 2,000,000 and one of the following shall apply with respect to such event: (xB) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or 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; or (yii) the appointment by a trustee shall have been appointed by the United States District Court court of a trustee to administer such Plan; or (ziii) the institution by the PBGC shall have instituted 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 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 Change of Control the other Transaction Parties shall occur;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) an Event any person or group of Default under any persons (within the meaning of Section 13 or 14 of the other Loan Documents Securities Exchange Act of 1934, as amended) shall occurhave 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 upon in any such Event of Defaultevent, so long as the same may be continuing, the Agent may, and upon the request of the Required Lenders Majority Banks shall, by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Credit Agreement, the Notes, the Letters of Credit Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided PROVIDED that in the event of any Event of Default specified in §12.1(h), §12.1(iss.ss.13.1(g) or §12.1(j13.1(h), 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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersBank.

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 Borrowers 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 Borrowers Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans Loans, within five (5) days of the date that Business Days after the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers 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 the covenant any of its covenants contained in §Section 8.1, the first sentence of Section 8.4.1, the first sentence of Section 8.5, Sections 9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2through 9.6 or Section 10; (de) any of the Borrowers Borrower or any of their respective its Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 §12 (including, without limitation, §12.2 belowSection 13.1) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in of such failure has been given to the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Borrower by the Administrative Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers Borrower or any of their respective its Subsidiaries (whether in this Credit Agreement or any of the other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement, any advance of a Loan, the issuance of any Letter of Credit 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; (g) the Borrower or any of the Borrowers its Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtednessin respect of any Capitalized Leases, in an aggregate principal amount in excess of $25,000,000, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and in respect of any Capitalized Leases, in an aggregate principal amount in excess of $25,000,000, 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 have accelerated to accelerate the maturity thereof; provided that , or any such holder or holders shall rescind or shall have a right to rescind the events described in §12.1(g) shall not constitute an Event purchase of Default unless any such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000obligations; (h) the Borrower or any of the Borrowers or REIT, (i) its Subsidiaries 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 for it of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its assets, (ii) Subsidiaries or shall commence any case or other proceeding relating to it the Borrower or any of 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against the Borrower or any such Person under of its Subsidiaries and the Borrower or any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case petition or proceeding application shall not have been dismissed within ninety sixty (9060) days following the filing or commencement thereof; (ji) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for or adjudicating the Borrower or any of the Borrowers or REIT or adjudicating any such Person, 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 such Person Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (kj) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one days, whether or more uninsured or unbonded not consecutive, any final judgments judgment against Parent the Borrower or any Subsidiary Borrower of its Subsidiaries that, either individually with other outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries exceeds in the aggregate, exceed aggregate $25,000,000; (lk) if any of the Loan Documents shall be canceledcancelled, terminated, revoked or rescinded rescinded, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the Borrowersits 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 determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (ml) the Borrower or any dissolutionERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $25,000,000, terminationor 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 $25,000,000, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) following occurs with respect to any a Guaranteed Pension Plan, : (i) an ERISA Reportable Event shall have occurred and Event, or a failure to make a required installment or other payment (within the meaning of Section 302(f)(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretion that such event reasonably would (A) could be expected to result in liability of the Borrower or any of the Borrowers to pay money its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 and one of the following shall apply with respect to such event: (xB) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or 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 (yii) the appointment by a trustee shall have been appointed by the United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ziii) the institution by the PBGC shall have instituted of proceedings to terminate such Guaranteed Pension Plan; (om) the Borrower or any of its Subsidiaries is obligated to repurchase $25,000,000 or more of receivables of the type described in clause (g) of the definition of “Indebtedness” hereof, whether sold under a purchase facility or otherwise, or a termination event occurs in connection with any such sale or with respect to any such facility; or (n) a Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents shall occur; then, and upon in any such Event of Defaultevent, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Credit Agreement, the Notes, the Letters of Credit Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(iSections 13.1(h) or §12.1(j13.1(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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, upon demand by Administrative 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersLender.

Events of Default and Acceleration. If Upon the occurrence and at any time during the continuation of any of the following events or occurrences (each an “Events 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 Borrowers shall fail to pay any principal portion of the Loans when principal amounts due hereunder (the same shall become due and payable, whether at the stated date of maturity “Loan”) or any accelerated date of maturity interest thereon shall not be paid, or at any other date fixed for paymentshall not have been satisfied as provided herein, by the applicable Scheduled Maturity Date; (b) (i) there shall have occurred and be continuing any material breach by the Borrowers shall fail Borrower in respect of its obligations to pay any interest on the Loans within five (5) days Lender under that certain 4G MVNO Agreement dated as of November 28, 2008, among the date that Borrower, the Lender, Comcast MVNO II, LLC, TWC Wireless, 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 payablehave been terminated or cancelled at any time prior to the Second Scheduled Maturity Date; or (i) the Borrower shall commence any case, proceeding or other action (A) under any reimbursement obligations existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to the Letters of Credit it, or any fees seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other sums due hereunder (other than any voluntary prepayment) relief with respect to it or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers shall fail to comply with the covenant contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2; (d) any of the Borrowers or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries in this Agreement or any other Loan Documentits debts, 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 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; (gB) any of the Borrowers shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtedness, or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and the holder or holders thereof or of any obligations issued thereunder have accelerated the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (h) any of the Borrowers or REIT, (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 seeking appointment of a trustee receiver, trustee, custodian, conservator or other custodian, liquidator or receiver similar official for it or for all or any substantial part of its assets, or the Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall commence be commenced against the Borrower any case case, proceeding or other action of a nature referred to in clause (i) above that (x) results in the entry of an order for relief or any such adjudication or appointment or (y) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against the Borrower any case, proceeding relating to it under any bankruptcyor other action seeking issuance of a warrant of attachment, reorganizationexecution, arrangement, insolvency, readjustment of debt, dissolution or liquidation distraint or similar law process against all or any substantial part of its assets that results in the entry of an order for any jurisdictionsuch relief that shall not have been vacated, now discharged, or hereafter stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower shall take any action in effectfurtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower shall take any action to authorize generally not, or in furtherance of any of the foregoing; (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 or REIT or any substantial part of the assets of any thereofunable to, or a case or other proceeding shall be commenced against any such Person under any bankruptcyadmit in writing its inability to, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effectpay its debts as they become due; then, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) days following the filing or commencement thereof; (j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceedingevent, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (kA) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one or more uninsured or unbonded final judgments against Parent Borrower or any Subsidiary Borrower that, either individually or in the aggregate, exceed $25,000,000; (l) any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, 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; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and if such event reasonably would be expected to result in liability of any of the Borrowers to pay money to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (o) any Change of Control shall occur; (p) is an Event of Default specified in clause (ii) of paragraph (b) above, or in clause (i) or (ii) of paragraph (c) above, the Loan (with accrued interest thereon) and all other amounts owing under any this Promissory Note shall automatically and immediately become due and payable in full, without further action on the part of the other Loan Documents shall occur; thenLender, and upon (B) if such event is any such other Event of Default, the Agent may, Lender may declare the Loan (with accrued interest thereon) and upon the request of the Required Lenders shall, by notice in writing to the Borrowers declare all other amounts owing with respect under this Promissory Note to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately be due and payable without presentmentforthwith, demand, protest or other notice of any kind, all of which are hereby expressly waived by whereupon the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts same shall immediately 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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowersfull.

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 Borrowers 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers Borrower shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payableLoans, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agentwhen 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 Borrowers Borrower shall fail to comply with the perform any term, covenant or agreement contained in §9.1 9, and with respect to a failure to comply with §9.1, §9.2 and §9.4 only, such failure shall continue uncured for five (5) Business Days after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2such occurrence; (d) any of the Borrowers Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 in the other subclauses subsections or clauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (fe) any material representation or warranty made by or on behalf of the Borrowers Borrower, the Guarantors or any of their respective Subsidiaries in this Agreement or any other Loan 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 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; (gf) the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other IndebtednessIndebtedness (including under any Derivatives Contract), or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and (including under any 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 have accelerated to accelerate the maturity thereof or require the prepayment, redemption, purchase, termination or other settlement thereof; provided provided, however, that the events described in this §12.1(g12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g12.1(f), involve involves singly or in the aggregate (i) any obligations for borrowed money Indebtedness or credit received under Derivative Contracts (other than Non-Recourse Indebtedness) or other (ii) Non-Recourse Indebtedness totaling in excess of $25,000,00025,000,000.00 or greater; (hg) any of the Borrowers Borrower, the Guarantors, or REITany of 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 for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to 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; (ih) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers Borrower, the Guarantors, or REIT any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) days following the filing or commencement thereof; (ji) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrowers Borrower, the Guarantors, or REIT any of 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 any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (kj) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty forty-five (6045) days days, whether or not consecutive, one (1) or more uninsured or unbonded final judgments against Parent Borrower the Borrower, any Guarantor or any Subsidiary Borrower of their respective Subsidiaries that, either individually or in the aggregate, exceed $25,000,00010,000,000.00 per occurrence or during any twelve (12) month period; (lk) any of the Loan Documents or the Contribution Agreement shall be disavowed, canceled, terminated, revoked or rescinded otherwise by the Borrower or any Guarantor other than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit 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 BorrowersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, 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; (ml) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall occur occur, in each case, other than as permitted under the terms of this Agreement or the other Loan Documents; (nm) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of the Borrower, the Guarantors or any of the Borrowers to pay money their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 10,000,000.00 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (n) the forfeiture to the United States of America of (i) any assets of the Borrower, any Guarantor or any of their respective Subsidiaries which in the good faith judgment of the Required Lenders could reasonably be expected to have a Material Adverse Effect, or (ii) any Collateral; (o) any Guarantor denies that it has any liability or obligation under the 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 Loan Document, or shall fail to observe or comply with any term, covenant, condition or agreement under any Guaranty or any other Loan Document; (p) any Change of Control shall occur; (pq) any default, material misrepresentation or breach of warranty by the Borrower as the subordinate lender under any Subordination Agreement; or (r) an Event of Default under any of the other Loan Documents shall occur; then, and upon in any such Event of Defaultevent, the Agent may, and and, upon the request of the Required Lenders shallLenders, shall by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided that in the event of any Event of Default specified in §12.1(h§12.1(g), §12.1(i12.1(h) or §12.1(j12.1(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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails hereby expressly waiving any right to deliver such cash collateral, upon notice of intent to accelerate and notice of acceleration. Upon demand by the Agent or the Majority 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by 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 pledged or funded hereunder 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 Borrowers the Borrower will be released to Borrowersthe Borrower.

Events of Default and Acceleration. If any Any of the following events (shall constitute an “Events Event of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “DefaultsDefault”) shall occur: (a) the Borrowers 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 Borrowers any Borrower shall fail to pay (i) any interest on its Loans, any Commitment Fee, any Letter of Credit Fee, or any fees due under the Loans within five (5) days of the date that Fee Letter, when the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for three (3) days; or (ii) any other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and such failure shall continue for thirty (30) days; (c) any of the Borrowers or any of their Restricted Subsidiaries shall fail to comply with any of the covenant covenants contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to §9.1, 9.5.1, the Borrowers by the Agent as provided in first sentence of §3.29.6, 9.12, 9.14, 10 or 11; (d) any of the Borrowers or any of their respective Restricted Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 §12 (including, without limitation, §12.2 below14.1) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in of such failure has been given to the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Applicable Borrower by the Administrative Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (fe) any material representation or warranty made by or on behalf of any of the Borrowers or any of their respective Restricted Subsidiaries in this Credit Agreement or any of the other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeatedmade; (gf) any of the Borrowers or any of their Restricted Subsidiaries shall fail to pay when due (including, without limitation, at maturity)due, or within any applicable period of notice and grace, any principalobligation in excess of the aggregate amount of $100,000,000, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtednessin respect of any Capitalized Leases, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and in respect of any Capitalized Leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder have accelerated to accelerate the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (h) any of the Borrowers or REIT, (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 for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to 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; (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 or REIT or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) days following the filing or commencement thereof; (j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one or more uninsured or unbonded final judgments against Parent Borrower or any Subsidiary Borrower that, either individually or in the aggregate, exceed $25,000,000; (l) any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, 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; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability of any of the Borrowers to pay money to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (o) any Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents shall occur; then, and upon any such Event of Default, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowers.

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 Borrowers 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers Borrower shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payableLoans, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agentwhen 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 Borrowers Borrower shall fail to comply with the perform any term, covenant or agreement contained in §9, and with respect to a failure to comply with §9.1 and or §9.11 only, such failure shall continue uncured for five (5) Business Days after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2such occurrence; (d) any of the Borrowers Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 in the other subclauses subsections or clauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (fe) any material representation or warranty made by or on behalf of the Borrowers Borrower, the Guarantors or any of their respective Subsidiaries in this Agreement or any other Loan 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 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; (gf) the Borrower, any Guarantor or any of the Borrowers their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other IndebtednessIndebtedness (including under any Derivatives Contract), or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and (including under any 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 have accelerated to accelerate the maturity thereof or require the prepayment, redemption, purchase, termination or other settlement thereof; provided provided, however, that the events described in this §12.1(g12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g12.1(f), involve involves singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of (i) prior to the occurrence of the IPO Event, $25,000,0001,000,000.00, or (ii) from and after the occurrence of the IPO Event, $5,000,000.00; (hg) any of the Borrowers Borrower, the Guarantors, or REITany of 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 for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to 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; (ih) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers Borrower, the Guarantors, or REIT any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety sixty (9060) days following the filing or commencement thereof; (ji) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrowers Borrower, the Guarantors, or REIT any of 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 any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (kj) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty thirty (6030) days days, whether or not consecutive, one (1) or more uninsured or unbonded final judgments against Parent Borrower the Borrower, any Guarantor or any Subsidiary Borrower of their respective Subsidiaries that, either individually or in the aggregate, exceed $25,000,0001,000,000.00 per occurrence or during any twelve (12) month period prior to the occurrence of the IPO Event, or $5,000,000.00 per occurrence or during any twelve (12) month period from and after the occurrence of the IPO Event; (lk) any of the Loan Documents or the Contribution Agreement shall be disavowed, canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit 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 BorrowersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, 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; (ml) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall occur occur, in each case, other than as permitted under the terms of this Agreement or the other Loan Documents; (nm) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of the Borrower, the Guarantors or any of the Borrowers to pay money their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 and one 1,000,000.00 prior to the occurrence of the following shall apply with respect to such event: IPO Event, or $5,000,000.00 from and after the occurrence of the IPO Event and (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (n) the forfeiture to the United States of America of (i) any assets of the Borrower, any Guarantor or any of their respective Subsidiaries which in the good faith judgment of the Required Lenders could reasonably be expected to have a Material Adverse Effect, or (ii) the Collateral; (o) any Guarantor denies that it has any liability or obligation under the 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 Loan Document, or shall fail to observe or comply with any term, covenant, condition or agreement under any Guaranty or any other Loan Document; (p) any Change of Control shall occur;occur without the consent of the Required Lenders; or (pq) an Event of Default under any of the other Loan Documents shall occur; then, and upon in any such Event of Defaultevent, the Agent may, and and, upon the request of the Required Lenders shallLenders, shall by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided that in the event of any Event of Default specified in §12.1(h§12.1(g), §12.1(i12.1(h) or §12.1(j12.1(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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails hereby expressly waiving any right to deliver such cash collateral, upon notice of intent to accelerate and notice of acceleration. Upon demand by the Agent or the Majority 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by 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 pledged or funded hereunder 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 Borrowers the Borrower will be released to Borrowersthe Borrower.

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 Borrowers shall fail to pay performance of any principal of the Loans when the same shall become due and payablecovenant, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payablecondition, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers shall fail to comply with the covenant contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2; (d) any of the Borrowers or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2this Note or the Pledge Agreement, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for including any instrument securing the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 in the other subclauses payment of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents)Note, and such failure shall continue default continues for a period of thirty (30) days after Borrower receives from Agent following written notice thereof, and in the case of a default that cannot be cured within to Issuer specifying such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original noticedefault; (fii) any material representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries in this Agreement or any other Loan 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 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; (g) any of the Borrowers shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtedness, or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and the holder or holders thereof or of any obligations issued thereunder have accelerated the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (h) any of the Borrowers or REIT, (i) shall make if Issuer makes an assignment for the benefit of creditors, or admit in writing its general 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 for similar official) of it or of any substantial part of its assets, (ii) shall commence or if Issuer commences any proceeding or case or other proceeding relating to it under the Bankruptcy Code or any other 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 takes any action to authorize or in furtherance of any of the foregoing;; or (iiii) a if any petition or application shall be of the type described in subparagraph (c) immediately above is filed for the appointment of a trustee or other custodianif any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) days, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing any such liquidator or receiver or custodian (or similar official), or adjudicating Issuer bankrupt or insolvent, or approving a petition in any such proceeding, or if a decree or order for relief is entered in respect of any of Issuer in an involuntary case under the Borrowers or REIT Bankruptcy Code or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) days following the filing or commencement thereof; (j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one or more uninsured or unbonded final judgments against Parent Borrower or any Subsidiary Borrower that, either individually or in the aggregate, exceed $25,000,000; (l) any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, 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; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability of any of the Borrowers to pay money to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (o) any Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents shall occur; then, and upon any such Event of Default, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowers.

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 Borrowers 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers Borrower shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payableLoans, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agentwhen 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 Borrowers Borrower shall fail to comply with the covenant contained in §9.1 and such failure shall continue uncured for fifteen (15) calendar days after written notice thereof shall have been given to the Borrowers Borrower by the Agent as provided in §3.2Agent; (d) any of the Borrowers or any of their respective Subsidiaries Borrower shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) the Borrower, the Guarantors or any of the Borrowers 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 in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers Borrower, the Guarantors or any of their respective Subsidiaries in this Agreement or any other Loan 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 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; (g) the Borrower, any Guarantor or any of the Borrowers their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other IndebtednessIndebtedness (including under any Derivatives Contract), or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and (including under any 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 have accelerated to accelerate the maturity thereofthereof or require the termination or other settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other (i) Recourse Indebtedness totaling in excess of $25,000,00010,000,000, or (ii) Non-Recourse Indebtedness in excess of $50,000,000; (h) the Borrower, any Guarantor or any of the Borrowers or REITtheir 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 for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to 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; (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 of the Borrowers or REIT their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety sixty (9060) days following the filing or commencement thereof; (j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for the Borrower, any Guarantor or any of the Borrowers or REIT 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 any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty fifteen (6015) days during any calendar year, whether or not consecutive, one or more uninsured or unbonded final judgments against Parent (x) the Borrower or any Subsidiary Borrower Guarantor that, either individually or in the aggregate, exceed $25,000,00010,000,000.00 in any calendar year or (y) any Subsidiary of the Borrower that is not a Subsidiary Guarantor that, either individually or in the aggregate, exceed $10,000,000.00 in any calendar year; (l) any of the Loan Documents or the Contribution Agreement shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit 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 BorrowersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, 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; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall occur occur, in each case, other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of the Borrower, the Guarantors or any of the Borrowers to pay money their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000.00 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (o) the Borrower, any Guarantor or any of their respective Subsidiaries or any shareholder, officer, director, partner or member of any of them shall be indicted for a federal crime, a punishment for which could include the forfeiture of (i) any assets of the Borrower or any of their respective Subsidiaries which in the good faith judgment of the Majority Lenders could reasonably be expected to have a Material Adverse Effect, or (ii) any of the Unencumbered Pool Properties; (p) any Guarantor denies that it has any liability or obligation under the 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 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 a 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 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 (py) an Event of Default under any of the other Loan Documents shall occur; then, and upon in any such Event of Defaultevent, the Agent may, and and, upon the request of the Required Lenders shallMajority Lenders, shall by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, Borrower hereby expressly waiving any right to notice of intent to accelerate and notice of acceleration. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, upon 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any 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 pledged or funded hereunder 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 Borrowers the Borrower will be released to Borrowersthe 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 (“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 Borrowers 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents Obligations within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers shall fail to comply with the covenant contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2; (d) any of the Borrowers date on which the same shall be due. 8.1.2 Default in the observance or performance of any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 of Borrower herein set forth or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers shall fail to perform any other term, covenant or agreement contained herein or set forth in any of the other Loan and Security Documents which they are required to perform or in any agreement, note or instrument heretofore, now or hereafter executed by Borrower in favor of Bank (other than those specified set forth in the other subclauses of this §12 (including, without limitation, §12.2 belowSection 8.1) or in the other Loan Documents), and such failure shall continue for which is not cured within thirty (30) days after Borrower receives from Agent of written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original noticeBank; (f) 8.1.3 If any material representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries in this Agreement or any other Loan Documentrepresentation, or any reportwarranty, certificate, financial statement, request for a Loan, Letter of Credit Request, schedule or in any other document information made or instrument delivered furnished by Borrower herein or pursuant hereto or pursuant to the Loan and Security Documents is or in connection with this Agreementshall be incorrect, any advance of a Loan, the issuance of any Letter of Credit untrue or any of the other Loan Documents 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; (g) any 8.1.7 Insolvency of the Borrowers shall fail Borrower or failure of Borrower generally to pay when its debts as they come due (including, without limitation, at maturity), or within any applicable period if a creditors' committee is appointed for the business of notice and grace, any principal, interest Borrower; or other amount on account of any obligation for borrowed money or credit received or other Indebtedness, or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and the holder or holders thereof or of any obligations issued thereunder have accelerated the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (h) any of the Borrowers or REIT, (i) shall make an if B▇▇▇▇▇▇▇ makes a general 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 an Order for the appointment of a trustee or other custodian, liquidator or receiver for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to 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; (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 or REIT or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) days following the filing or commencement thereof; (j) a decree or order Relief is entered appointing a trustee, custodian, liquidator or receiver for any of with respect to Borrower under the Borrowers or REIT or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there shall remain , or if a case in forcebankruptcy 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, undischargedtrustee, unsatisfied and unstayedcustodian or liquidator for any of its property or assets, or if any such receiver, trustee, custodian or liquidator is appointed for more than 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 one or more uninsured or unbonded final judgments against Parent Borrower or any Subsidiary Borrower that, either individually or in the aggregate, exceed $25,000,000days; (l) any of the Loan Documents shall be canceled, terminated, revoked 8.1.8 If a proceeding is filed or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit 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 involuntarily dissolves or is dissolved, terminates or is terminated; 8.1.9 If Borrower is enjoined, restrained or in any of the Borrowersway prevented by a final, non-appealable Court or Administrative order from conducting all or any court or any other governmental or regulatory authority or agency material part of competent jurisdiction shall make a determination, or issue a judgment, order, decree or ruling, to the effect that its business affairs; 8.1.10 The occurrence of an Event of Default under any one or more of the Loan and Security Documents is illegalor under any other document, invalid instrument or unenforceable agreement now or hereafter evidencing, securing or executed in accordance connection with any indebtedness or obligation of Borrower to the terms thereofBank; 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 (m$100,000.00) any dissolutionDollars shall be rendered against the Borrower, terminationand the same shall remain undischarged for a period of thirty (30) consecutive days, partial or complete liquidation, merger or consolidation during which execution shall not be effectively stayed; 8.1.12 The occurrence of any attachment of any deposits or other property of the Borrowers Borrower in the hands or possession of the Bank, or the occurrence of any attachment of any other property of the Borrower in an amount exceeding One Hundred Thousand and 00/100 ($100,000.00) Dollars which shall occur not be discharged within thirty (30) days of the date of such attachment; 8.1.13 Default with respect to any evidence of indebtedness of the Borrower (other than to the Bank) relating to the Property, if the effect of such default is to accelerate the maturity of such indebtedness or to permit the holder thereof to cause such indebtedness to become due prior to the stated maturity thereof, or if any 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 saleinterest herein, transfer or other disposition 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 assets Property Ground Lease (in each case only to the extent that such Event of Default is not cured by any of the Borrowers shall occur other than leasehold mortgagee as permitted under the terms of this Agreement Property Ground Lease) or the other Loan Documents; (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability of any termination of the Borrowers to pay money to the PBGC Property Ground Lease; or 8.1.16 The Property is materially damaged or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 destroyed by fire or other casualty or cause, and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to as a result in the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall thereof, Tenant has exercised any contractual right it may have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan;the Property Ground Lease. (o) 8.2 If any Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents shall occur; then, and upon then or at any such Event of Defaulttime thereafter, Bank may declare the Agent may, and upon the request of the Required Lenders shall, by notice in writing Obligations to the Borrowers declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, 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 Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersB▇▇▇▇▇▇▇.

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 Borrowers Borrower shall fail to pay any principal of any of the Loans 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 Borrowers Borrower shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payableLoans, any reimbursement obligations with respect to the Letters of Credit Credit, or any other fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents Documents, within ten (10) days after notice from Agentthe 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 Borrowers Borrower or the Trust shall fail to comply with the any covenant contained in §9.1 9, and such failure shall continue uncured for thirty (30) days after written notice thereof shall have been given to the Borrowers Borrower by the Agent as provided Agent; provided, however, that in the event that Borrower or the Trust shall fail to comply with the covenant set forth in §3.29.5, 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 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 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 or to issue Letters of Credit; (d) the Borrower or any of the Borrowers Guarantor or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers shall fail to perform any other material term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents12), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereofthereof shall have been given to the Borrower by the Agent; provided, and however, that in the case event that such failure shall be a failure to comply with the terms of a default that cannot be cured within such thirty §8.7(a) or (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original noticeb), then the Borrower shall have be afforded a period of one (1) fiscal quarter to cure such additional time as is reasonably necessary to effect failure provided that the Distribution which caused such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original noticefailure was historically consistent with prior dividends; (fe) any material representation or warranty made by or on behalf of the Borrowers Borrower, any Guarantor or any of their respective Subsidiaries in this Agreement or any other Loan Document, or in 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 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; (gf) the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other IndebtednessIndebtedness (including, without limitation, any Derivatives Contract), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for such borrowed money or credit received or other Indebtedness and (including, without limitation, any 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 have accelerated to accelerate the maturity thereof or require the prepayment or purchase thereof; , provided that the events described in this §12.1(g12.1(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(g12.1(f), involve singly or in the aggregate obligations for borrowed money or credit received or other Recourse Indebtedness totaling in excess of $25,000,00010,000,000.00 or Non-recourse Indebtedness totaling in excess of $30,000,000.00; (hg) the Borrower, any Guarantor or any of the Borrowers or REITtheir 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 for it of any such Person or of any substantial part of its assetsthe assets of any thereof, (ii) shall commence any case or other proceeding relating to it any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing; (ih) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers Borrower, any Guarantor or REIT any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety sixty (9060) days following the filing or commencement thereof; (ji) a decree or order is entered appointing a any trustee, custodian, liquidator or receiver for or adjudicating any of the Borrowers Borrower, any Guarantor or REIT or adjudicating any such Person, of 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 any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (kj) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one days, whether or more not consecutive, any uninsured or unbonded final judgments judgment against Parent Borrower any of the Borrower, any Guarantor or any Subsidiary Borrower of their respective Subsidiaries that, either individually or with other outstanding uninsured final judgments, undischarged, against such Persons exceeds in the aggregate, exceed aggregate $25,000,00010,000,000.00; (lk) any of the Loan Documents or the Contribution Agreement shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required LendersBanks, or any action at law, suit 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, any Guarantor, any of the Borrowerstheir respective Subsidiaries or any of their respective holders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determinationdetermination that, 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; (ml) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or the Trust or any of the Borrowers shall occur their respective Subsidiaries or any sale, transfer or other disposition of the assets of the Borrower, the Trust or any of the Borrowers shall occur 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 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 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 any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of the Borrower, any Guarantor or any of the Borrowers to pay money their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; Plan or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (op) any a Change of Control shall occur; (pq) an ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall cease to be active on a daily basis in the management of the Trust and the Borrower 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 under (as defined in any of the other Loan Documents Documents) shall occur; or (s) The Borrower and the Guarantor and any of their respective Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, 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 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 a redemption, retirement, prepayment, purchase or defeasance thereof; then, and upon in any such Event of Defaultevent, the Agent may, and upon the request of the Required Lenders Majority Banks shall, by notice in writing to the Borrowers Borrower (in addition to the rights afforded under §12.3) (i) declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in Borrower, and (ii) require the event Borrower to immediately cash collateralize all outstanding Letters of any Event Credit or obtain replacement letters of Default specified in §12.1(h), §12.1(i) or §12.1(j), all credit for 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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with and pledge to Agent cash in an amount equal to the amount of all undrawn Letters of Credit. Such amounts will be pledged , all in a manner satisfactory to the Issuing Bank 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 ObligationsMajority Banks, In the event the Borrower fails to deliver such cash collateral, or alternatively upon demand by Agent Agent, the Issuing Bank or the Majority Lenders Revolving Credit Banks in their absolute and sole discretion after the occurrence and during the continuance of an Event of Defaultdiscretion, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Revolving Credit Lenders Banks will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The , the proceeds of any such Revolving Credit Loan which 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. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 Lenders 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 Borrowers the Borrower will be released to Borrowersthe Borrower. In the event of any Event of Default specified in §12.1(g), §12.1(h) or §12.1(i), all such amounts shall become immediately due and payable automatically without any requirement of presentment, demand, protest or other notice of any kind from any of the Banks or the 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 occuroccur and be continuing: (a) the Borrowers Borrower or any Guarantor 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers Borrower or any Guarantor shall fail to pay any interest on the Loans Loans, the Commitment Fee, the Administrative Agent Fees, other fees or other sums due hereunder or under any of the other Loan Documents, within five (5) days Business Days of the date that when the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers Borrower (i) shall fail to comply with the any of its covenants contained in §§5.4, 5.5, 5.10, 6 or 7 hereof, or (ii) shall fail to comply with its covenant contained in §9.1 5.6 hereof and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2for thirty (30) days; (d) any of the Borrowers Borrower or any of their respective its Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 §12 (including, without limitation, §12.2 below12.1) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in of such failure has been given to the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Borrower by the Administrative Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (fe) any material representation or warranty made by or on behalf of the Borrowers Borrower or any of their respective its Subsidiaries in this Credit Agreement or any of the other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (gf) the Borrower or any of the Borrowers its Subsidiaries shall fail to pay when due (including, without limitation, at maturity)due, or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtednessin respect of any Capitalized Leases or any obligations with respect to interest rate protection arrangements or exchange rate protection arrangements which, 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 shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other in respect of any Capitalized Leases or evidencing any interest rate protection arrangement or exchange rate protection arrangement which 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, 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 have accelerated to accelerate the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (hi) the Borrower or any of the Borrowers or REIT, its Subsidiaries (i1) 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 (2) shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver for it of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its assets, (ii) Subsidiaries or shall commence any case or other proceeding relating to it the Borrower or any of 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 (iii3) shall take any action to authorize or in furtherance of any of the foregoing; , or (iii) a if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against the Borrower or any such Person under of its Subsidiaries and shall not have been dismissed within sixty (60) days, or the Borrower or any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) days following the filing or commencement thereoftherein; (jh) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for or adjudicating the Borrower or any of the Borrowers or REIT or adjudicating any such Person, 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 such Person Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ki) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one days, whether or more uninsured or unbonded not consecutive, any final judgments judgment against Parent the Borrower or any Subsidiary Borrower of its Subsidiaries that, either individually with other outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries, exceeds in the aggregate $50,000,000; (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 aggregateSubordinated Debt in whole or in part shall have been made, exceed $25,000,000in each case in violation of the provisions of this Credit Agreement; (l) if any of the Loan Documents shall be canceled, terminated, revoked or rescinded rescinded, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the Borrowersits 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 determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability of any of the Borrowers to pay money to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (o) any Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents shall occur; then, and upon any such Event of Default, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowers.or

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 Borrowers shall fail to pay any principal of the Term Loans 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 Borrowers shall fail to pay any interest on the Term Loans within five (5) days of the date that the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agentwhen 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 Borrowers any Borrower or any Guarantor or any of their respective Subsidiaries shall fail to comply with the covenant any of their respective covenants contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2Sections 6.01, 6.06,6.07, 6.12, 6.14, 6.20 or 6.21; (d) any of the Borrowers Borrower or any Guarantor or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 any other Loan Document (other than those specified elsewhere in this Section 9.01) and such failure shall continue continues for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9days; (e) any representation or warranty of the Borrowers shall fail to perform any other term, covenant Borrower or agreement contained herein any Guarantor in this Term Loan Agreement or in any of the other Loan Documents which they are required to perform (other than those specified in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries in this Agreement or any other Loan 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 or any of the other Term Loan Documents 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 terms of the Credit Agreement; (g) any of the Borrowers shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and graceBorrower, any principal, interest Guarantor or other amount on account of any obligation for borrowed money or credit received or other Indebtedness, or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and the holder or holders thereof or of any obligations issued thereunder have accelerated the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (h) any of the Borrowers or REIT, (i) their respective Subsidiaries 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 for it of any Borrower, any Guarantor or any of their respective Subsidiaries or of any substantial part of its assets, (ii) the properties or assets of any Borrower. any Guarantor or any of their respective Subsidiaries or shall commence any case or other proceeding relating to it any Borrower, any Guarantor or any of 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against any such Person under Borrower, any bankruptcyGuarantor or any of their respective Subsidiaries and (i) any Borrower, reorganization, arrangement, insolvency, readjustment any Guarantor or any of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person their respective Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or (ii) any such petition, application, case or other proceeding shall not have been dismissed within ninety continue undismissed, or unstayed and in effect, for a period of sixty (9060) days following the filing or commencement thereofdays; ; (jh) a decree or order is entered appointing a any trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating any such PersonBorrower, any Guarantor or any of 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 any such Person Borrower, any Guarantor or any of their respective Subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one or more uninsured or unbonded final judgments against Parent Borrower or any Subsidiary Borrower that, either individually or in the aggregate, exceed $25,000,000; (li) any of the Loan Documents or any material provision of any Loan Documents shall be canceledcancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required LendersBank 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 any Borrower or any of the Borrowersits Subsidiaries or any Guarantor or any of its Subsidiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; (mj) any dissolution, termination, partial "Event of Default" or complete liquidation, merger or consolidation default (after notice and expiration of any period of the Borrowers shall occur or any salegrace, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability of any of the Borrowers to pay money to the PBGC extent provided, and if none is specifically provided, then for a period of thirty (30) days after notice), as defined or such Guaranteed Pension Plan provided in an aggregate amount exceeding $25,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (o) any Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents Documents, shall occuroccur and be continuing; then, and upon in any such Event of Defaultevent, so long as the same may be continuing, the Agent Bank may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers Borrowers, declare all amounts owing with respect to this Term Loan Agreement, the Notes, the Letters of Credit Term Loan Note and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower and each Guarantor; provided that in the event of any Event of Default specified in §12.1(h), §12.1(iSection 9.01(g) or §12.1(jSection 9.01(h), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest notice from the Bank or other notice of any kind from any of action by the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersBank.

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 Borrowers 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 accelerated date of maturity or at any other date fixed for paymentpayment and such failure shall continue for ten (10) days; (b) the Borrowers Borrower shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agentwhen 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 Borrowers shall fail to comply with the covenant contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2; (d) any of the Borrowers or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for ten (10) days (provided that such grace period will not apply to interest due upon the thirty maturity of the Obligations); (30c) day cure period provided Borrower shall fail to comply with any covenant contained in the preamble §8 or §9; (d) Borrower shall fail to Article 9 after written notice thereof comply with any covenant contained in §7.4 and such failure shall have been given to the Borrowers by Agent as provided in the preamble to Article 9continue for ten (10) days; (e) any of the Borrowers Borrower 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 in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents12), ; and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower thereof shall have such additional time as is reasonably necessary been given to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original noticeBorrower by Agent; (f) any material Any representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries Borrower in this Agreement or by Borrower in any other Loan DocumentDocument to which it is a party, or in 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 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; (g) any of the Borrowers Borrower shall fail to pay at maturity or otherwise when due (including, without limitation, at maturity)due, or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other IndebtednessIndebtedness having an aggregate principal amount outstanding of at least $100,000, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for such borrowed money or credit received or other Indebtedness 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 have accelerated to accelerate the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (h) any of the Borrowers or REIT, Borrower (i1) 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 for it of Borrower or of any substantial part of its assetsthe assets of any thereof, including, without limitation, any Mortgaged Property, (ii2) shall commence any case or other proceeding relating to it Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii3) shall take any action to authorize or in furtherance of any of the foregoing; (i) a A petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT Borrower, or any substantial part of the assets of any thereof, including, without limitation, any Mortgaged Property, or a case or other proceeding shall be commenced against any such Person Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person Borrower shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) days following the filing or commencement thereof; (j) a A decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating any such Person, Borrower bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there There shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one days, whether or more uninsured or unbonded not consecutive, any final judgments judgment against Parent Borrower or any Subsidiary Borrower Borrower, that, either individually or with other outstanding final judgments, undischarged, against Borrower exceeds in the aggregate, exceed aggregate $25,000,0005,000,000 (to the extent not paid or covered by insurance); (l) If any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of Borrower or CORR or any of the Borrowerstheir respective stockholders, partners, members or beneficiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (m) any Any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur Borrower, or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur Borrower, other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to any Guaranteed Pension PlanBorrower shall be indicted for a federal crime, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability a punishment for which could include the forfeiture of any assets of the Borrowers to pay money to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 and one of the following shall apply with respect to such event: (x) such event Borrower included in the circumstances occurring reasonably would be expected to result in the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension PlanCollateral; (o) any A Change of Control shall occuroccur without the prior written approval of all of Lenders (which consent may be withheld by Lenders in their sole and absolute discretion); (p) an Any Event of Default under Default, as defined in any of the other Loan Documents other than the Limited Guaranty or the Pledge and Security Agreement, shall occur; (q) Any amendment to or termination of a 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 debtor 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 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 ▇▇▇▇▇▇▇ Judgment and such Default is not cured by the Borrower by the earlier of (i) sixty (60) days after commencement of any action to have the Mortgaged Property related thereto sold to satisfy the ▇▇▇▇▇▇▇ Judgment, or (ii) five (5) Business Days prior to entry of any judgment directing the sale of the 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 (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 Mortgaged Property related thereto, or (y) a judgment directing such sale; then, and upon in any such Event of Defaultevent, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. If demanded Notwithstanding the other terms of this Agreement or the terms of any other Loan Document, so long as the Ultra Lease remains in effect and the LGS Assets are used, maintained and operated by Agent 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 its absolute the Loan Documents shall not, in and sole discretion after the occurrence and during the continuance of an itself, result in a Default or Event of Default, Borrowers will deposit with 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 Default under the Letters of Credit and all other Obligations, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersAgreement.

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 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 (including, without limitation, amounts due under §3.5); (b) the Borrowers shall fail to pay any interest on the Loans, or any other sums due hereunder or under any of the other Loan Documents (including, without limitation, amounts due under §8.17) when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers shall fail to pay any interest on the Loans within , and such failure continues for five (5) days of the date that the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for paymentdays; (c) the Borrowers any Borrower or any Guarantor or any of their respective Subsidiaries shall fail to comply with the covenant any of their respective covenants contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.28.1, 8.6, 8.7, 8.8, 8.9, 8.12, 8.21, 8.22, 8.23, 9 or 10; (d) any of the Borrowers Borrower or any Guarantor or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any other Loan Document (other than those specified elsewhere in this §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 13) and such failure shall continue continues for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9days; (e) any of the Borrowers 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 in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by of any Borrower or on behalf of the Borrowers any Guarantor or any of their respective Subsidiaries in this Credit Agreement or any of the other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (gf) any Borrower or any Guarantor or any of the Borrowers their respective Subsidiaries shall (i) fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtedness, in respect of any Capitalized Leases (x) in respect of any Recourse obligations or shall credit or (y) in respect of any Without Recourse obligations or credit which total in an aggregate amount in excess of $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, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and in respect of any Capitalized Leases (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 $7,500,000, in either case for such period of time (after the giving of appropriate notice if required) as would permit the holder or holders thereof or of any obligations issued thereunder have accelerated to accelerate the maturity thereof; provided that the events described in §12.1(g) shall not constitute , or an "Event of Default unless 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 failure to perform, together with default shall continue after any applicable grace period contained in such Hedge Agreement or any other failures to perform as described in §12.1(g), involve singly agreement or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000;instrument relating thereto. (hg) any Borrower, any Guarantor or any of the Borrowers or REIT, (i) their respective Subsidiaries 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 for it of any Borrower, any Guarantor or any of their respective Subsidiaries or of any substantial part of its assetsthe properties or assets of any Borrower, (ii) any Guarantor or any of their respective Subsidiaries or shall commence any case or other proceeding relating to it any Borrower, any Guarantor or any of 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against any such Person under Borrower, any bankruptcyGuarantor or any of their respective Subsidiaries and (i) any Borrower, reorganization, arrangement, insolvency, readjustment any Guarantor or any of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person their respective Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or (ii) any such petition, application, case or other proceeding shall not have been dismissed within ninety continue undismissed, or unstayed and in effect, for a period of sixty (9060) days following the filing or commencement thereofdays; (jh) a decree or order is entered appointing a any trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating any such PersonBorrower, any Guarantor or any of 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 any such Person Borrower, any Guarantor or any of their respective Subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ki) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty thirty (6030) days one days, whether or more not consecutive, any uninsured or unbonded final judgments judgment against Parent Borrower any Borrower, any Guarantor or any Subsidiary Borrower of their respective Subsidiaries that, either individually with other outstanding uninsured final judgments, undischarged, unsatisfied and unstayed, against any Borrower, any Guarantor or any of their respective Subsidiaries exceeds in the aggregate, exceed aggregate $25,000,0001,000,000; (lj) any of the Loan Documents or any material provision of any Loan Documents shall be canceledcancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required LendersLenders (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 any Borrower or any of the Borrowersits Subsidiaries or any Guarantor or any of its Subsidiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the as to any material terms thereof; (mk) any dissolution, termination, partial "Event of Default" or complete liquidation, merger or consolidation default (after notice and expiration of any period of grace, to the Borrowers shall occur extent provided, and if none is specifically provided, then for a period of thirty (30) days after notice), as defined or any sale, transfer or other disposition of the assets of provided in any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents, shall occur and be continuing; (nl) 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 $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 $500,000, or any of the following occurs with respect to any a Guaranteed Pension Plan, : (i) an ERISA Reportable Event shall have occurred and Event, or a failure to make a required installment or other payment (within the meaning of §302(f)(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretion that such event reasonably would (A) could be expected to result in liability of any Borrower or any of the Borrowers to pay money their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 500,000, and one of the following shall apply with respect to such event: (xB) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or 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 (yii) the appointment by a trustee shall have been appointed by the United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ziii) the institution by the PBGC shall have instituted of proceedings to terminate such Guaranteed Pension Plan;; or (om) (i) any Change person or group of Control shall occur; persons (p) an Event within the meaning of Default under any 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 (a) 20% or more of the outstanding shares of common stock of Sovran, or (b) 33% or more in the aggregate of the outstanding limited partnership interests of SALP (other Loan Documents than by Sovran and its wholly-owned Subsidiaries); (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 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 occurcease to constitute a majority of the board of directors of Sovran; then, and upon in any such Event of Defaultevent, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers Borrowers, declare all amounts owing with respect to this Credit Agreement, the Notes, the Letters of Credit Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowerseach Borrower and each Guarantor; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i13.1(g) or §12.1(j13.1(h), 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. If demanded Administrative Agent or action by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Administrative Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowers.

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 Borrowers 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers shall fail to pay any interest on the Loans within five (5) days or any other sums due hereunder or under any of the date that other Loan Documents, when the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers shall fail to comply with the any covenant contained in §9.1 Section 7.14 or Section 7.15; (d) the Borrowers shall fail to comply with any covenant contained in Section 9, and such failure shall continue uncured for 30 days after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2; (d) any of the Borrowers or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9Agent; (e) any of the Borrowers Borrowers, the General Partner, 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 above in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan DocumentsSection 12), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers Borrowers, the General Partner, the Guarantors or any of their respective Subsidiaries in this Agreement or any other Loan Document, or in 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 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; (g) any of the Borrowers Borrowers, the General Partner, the Guarantors or any of their respective Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtedness, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for such borrowed money or credit received or other Indebtedness 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 have accelerated to accelerate the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (h) any of the Borrowers Borrowers, the General Partner, the Guarantors or REITany of 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 for it of any such Person or of any substantial part of its assetsthe assets of any thereof, (ii) shall commence any case or other proceeding relating to it any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing; (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 Borrowers, the General Partner, the Guarantors or REIT any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) 60 days following the filing or commencement thereof; (j) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for or adjudicating any of the Borrowers Borrowers, the General Partner, the Guarantors or REIT or adjudicating any such Person, of 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 any such Person Person, in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one 60 days, whether or more not consecutive, any uninsured or unbonded final judgments judgment against Parent Borrower any of the Borrowers, the General Partner, the Guarantors or any Subsidiary Borrower of their respective Subsidiaries that, either individually or with other outstanding uninsured final judgments, undischarged, against such Persons exceeds in the aggregate, exceed aggregate $25,000,0001,000,000.00; (l) if any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required LendersBanks, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers, the General Partner, the Guarantors or any of their respective holders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur Borrowers, the General Partner or the Guarantors or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur Borrowers, the General Partner or 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 Borrowers, the General Partner 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 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 any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of any of the Borrowers to pay money Borrowers, the General Partner, the Guarantors or any of their Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (oq) any Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents Guarantors denies that such Guarantor has any liability or obligation under the Guaranty, or shall occur; then, and upon any such Event of Default, notify the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders Banks of such Guarantor's intention to attempt to cancel or terminate the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of DefaultGuaranty, Borrowers will deposit or shall fail to observe or comply with 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 term, covenant, condition or agreement under the Letters of Credit and all other Obligations, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowers.Guaranty;

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 Borrowers any 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers any Borrower shall fail to pay any interest on the Loans within five (5) days of the date that or fees or other amounts payable hereunder when the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers shall fail to comply with the covenant contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2; (d) any of the Borrowers or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty five (305) day cure period provided in the preamble to Article 9 days after written notice thereof shall have of such failure has been given to a Borrower by the Borrowers by Agent as provided Administrative Agent; (c) AMERICAS/2023306744.4 (d) any Borrower shall fail to perform or observe any of its covenants contained in the preamble to Article 9Sections 6.3.1, 6.4.1, 7 or 8; (e) any Borrower or any of the Borrowers its Subsidiaries shall fail to perform or observe any other term, covenant 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 §12 (including, without limitation, §12.2 belowSection 11) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereofof such failure has been given to such Borrower by the Administrative Agent, provided, that a failure to perform or observe the terms, covenants and agreements set forth in the case of a default Section 6.2, Section 6.3.3, Section 6.7 or Section 6.9.1 that cannot be cured within such thirty continues for more than ten (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (9010) days (regardless of whether notice of such failure is given to such Borrower’s receipt ) shall constitute an Event of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original noticeDefault hereunder; (f) any material representation or warranty made by or on behalf of the Borrowers any Borrower or any of their respective its Subsidiaries in this Agreement or Credit Agreement, any of the other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit RequestDocuments, 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 or any of the other Loan Documents 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; (g) failure to make a payment of principal or interest, or the 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 Borrowers 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 when due the date of determination as determined in accordance with generally accepted accounting principles or (includingy) in the case of a Swap Contract, without limitationthe Swap Termination Value or (z) in the case of a Synthetic Lease Obligation, at maturitythe amount of Attributable Indebtedness with respect thereto), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtedness, or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is boundone case, evidencing of $100,000,000 or securing any obligation for borrowed money or credit received or other Indebtedness more, and the holder or holders thereof or of any obligations issued thereunder have accelerated the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to performmake a payment of principal or interest, together with other failures to perform as described in §12.1(g)or a default, involve singly or in the aggregate obligations for borrowed money or credit received event of default, or other event shall continue for such period of time as would entitle the holder of such Indebtedness, Capitalized Lease, Swap Contract or Synthetic Lease Obligation (with or without notice) to accelerate such Indebtedness totaling in excess of $25,000,000or terminate such Capitalized Lease, Swap Contract or Synthetic Lease Obligation; (h) any of the Borrowers Loan Documents shall be cancelled, terminated, revoked, or REITrescinded 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 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 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, or receiver for it of the Company, Alliance Distributors, the General Partner, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any Material Subsidiary or of any substantial part of its assetsthe assets of the Company, Alliance Distributors, (iij) 58 AMERICAS/2023306744.4 the General Partner, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any Material Subsidiary, or shall commence any case or other proceeding Proceeding relating to it the Company, Alliance Distributors, the General Partner, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a case or other proceeding such Proceeding shall be commenced against the Company, Alliance Distributors, the General Partner, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, Material Subsidiary and any of such Person parties shall indicate its approval thereof, consent thereto thereto, or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) days following the filing or commencement thereoftherein; (j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one or more uninsured or unbonded final judgments against Parent Borrower or any Subsidiary Borrower that, either individually or in the aggregate, exceed $25,000,000; (l) any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any of the Borrowers, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, 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; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability of any of the Borrowers to pay money to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (o) any Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents shall occur; then, and upon any such Event of Default, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowers.

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 Borrowers 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 Borrowers Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans within five (5) days Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the date that other Loan Documents, when the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers Borrower shall fail to comply with the covenant any of its covenants contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2(S)9, 10 or 11; (d) any of the Borrowers Borrower or any of their respective its Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 this (S)14.1) for fifteen (15) days after written notice of such failure has been given to the other subclauses Borrower by the Agent; (e) any representation or warranty of the Borrower or any of its Subsidiaries in this §12 (including, without limitation, §12.2 below) Credit Agreement or in any of the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries in this Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (gf) the Borrower or any of the Borrowers its Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtednessin respect of any Capitalized Leases, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and in respect of any Capitalized Leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder have accelerated to accelerate the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (hg) the Borrower or any of its Subsidiaries (other than a Non- Material Subsidiary unless the Borrowers Borrower or REIT, any other Subsidiary has been adversely effected by the occurrence of such event (ia "Deminimis Subsidiary")) 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 for it of the Borrower or any of its Subsidiaries (other than a Deminimis Subsidiary) or of any substantial part of the assets of the Borrower or any of its assets, Subsidiaries (iiother than a Deminimis Subsidiary) or shall commence any case or other proceeding relating to it the Borrower or any of its Subsidiaries (other 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against the Borrower or any such Person under of its Subsidiaries (other than a Deminimis Subsidiary) and the Borrower or any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person its Subsidiaries (other than a Deminimis Subsidiary) shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case petition or proceeding application shall not have been dismissed within ninety forty-five (9045) days following the filing or commencement thereof; (jh) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for or adjudicating the Borrower or any of the Borrowers or REIT or adjudicating any such Person, its Subsidiaries (other 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 such Person Subsidiary (other than a Deminimis Subsidiary) of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ki) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one thirty days, whether or more uninsured or unbonded not consecutive, any final judgments judgment against Parent the Borrower or any Subsidiary Borrower of its Subsidiaries (other than a Deminimis Subsidiary) that, either individually with other outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries (other than a Deminimis Subsidiary) exceeds in the aggregate, exceed aggregate $25,000,0001,000,000; (lj) 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 canceledcancelled, terminated, revoked or rescinded or the Agent's security interests, mortgages or liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required LendersBanks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the Borrowersits 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 determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (ml) the Borrower or any dissolutionERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA, terminationor the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) following occurs with respect to any a Guaranteed Pension Plan, : (i) an ERISA Reportable Event shall have occurred and Event, or a failure to make a required installment or other payment (within the meaning of (S)302(f)(1) of ERISA), provided that the Agent determines -------- in its reasonable discretion that such event reasonably would (A) could be expected to result in liability of the Borrower or any of the Borrowers to pay money its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000 and one of the following shall apply with respect to such event: (xB) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or 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 (yii) the appointment by a trustee shall have been appointed by the United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ziii) the institution by the PBGC shall have instituted of proceedings to terminate such Guaranteed Pension Plan; (m) the Borrower or any of its Subsidiaries (other 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; (n) 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 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 or such Subsidiary; (o) there shall occur the loss, suspension or revocation of, or failure to renew, any Change license or permit now held or hereafter acquired by the Borrower or any of Control shall occurits 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 its Subsidiaries, taken as a whole; (p) an Event of Default under the Borrower or any of 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 other Loan Documents Borrower or any of its Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such 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 (q) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall occurhave acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 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; then, and upon in any such Event of Defaultevent, so long as the same may be continuing, the Agent may, and upon the request of the Required Lenders Majority Banks shall, by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Credit Agreement, the Notes, the Letters of Credit Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided that in the event of any Event -------- of Default specified in §12.1(h(S)(S)14.1(g), §12.1(i14.1(h) or §12.1(j14.1(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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersBank.

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 Borrowers 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers Borrower shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payableLoans, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agentwhen 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 Borrowers Borrower shall fail to comply with the covenant contained in §9.1 and such failure shall continue uncured for fifteen (15) calendar days after written notice thereof shall have been given to the Borrowers Borrower by the Agent as provided in §3.2Agent; (d) any of the Borrowers or any of their respective Subsidiaries Borrower shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) the Borrower, the Guarantors or any of the Borrowers 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 in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers Borrower, the Guarantors or any of their respective Subsidiaries in this Agreement or any other Loan 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 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; (g) the Borrower, any Guarantor or any of the Borrowers their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other IndebtednessIndebtedness (including under any Derivatives Contract), or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and (including under any 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 have accelerated to accelerate the maturity thereofthereof or require the termination or other settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Non-Recourse Indebtedness totaling in excess of $25,000,00020,000,000 individually or in excess of $30,000,000.00 in the aggregate; (h) the Borrower, any Guarantor or any of the Borrowers or REITtheir 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 for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to 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; (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 of the Borrowers or REIT their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety sixty (9060) days following the filing or commencement thereof; (j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for the Borrower, any Guarantor or any of the Borrowers or REIT 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 any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty fifteen (6015) days during any calendar year, whether or not consecutive, one or more uninsured or unbonded final judgments against Parent (x) the Borrower or any Subsidiary Borrower Guarantor that, either individually or in the aggregate, exceed $25,000,0005,000,000.00 in any calendar year or (y) any Subsidiary of the Borrower that is not a Subsidiary Guarantor that, either individually or in the aggregate, exceed $5,000,000.00 in any calendar year; (l) any of the Loan Documents or the Contribution Agreement shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit 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 BorrowersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, 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; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall occur occur, in each case, other than as permitted under the terms of this Agreement or the other Loan Documents; (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of the Borrower, the Guarantors or any of the Borrowers to pay money their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000.00 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (o) the Borrower, any Guarantor or any of their respective Subsidiaries or any shareholder, officer, director, partner or member of any of them shall be indicted for a federal crime, a punishment for which could include the forfeiture of (i) any assets of the Borrower or any of their respective Subsidiaries which in the good faith judgment of the Majority Lenders could reasonably be expected to have a Material Adverse Effect, or (ii) the Collateral; (p) any Guarantor denies that it has any liability or obligation under the 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 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) 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 Loan Documents, declares a default and such default is not cured within the applicable grace or cure period set forth in the applicable document (subject, to the extent applicable, to Borrower’s right to contest pursuant to §7.8) or such holder institutes foreclosure or other proceedings for the enforcement of its remedies thereunder; (t) the 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 (py) an Event of Default under any of the other Loan Documents shall occur; then, and upon in any such Event of Defaultevent, the Agent may, and and, upon the request of the Required Lenders shallMajority Lenders, shall by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, Borrower hereby expressly waiving any right to notice of intent to accelerate and notice of acceleration. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, upon 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any 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 pledged or funded hereunder 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 Borrowers the Borrower will be released to Borrowersthe 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 Borrowers Borrower shall fail to pay any principal of the Term Loans 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 Borrowers Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans within five (5) days Term Loans, any fees or other sums due hereunder or under any of the date that other Loan Documents, when the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, 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 Borrowers Borrower or the Guarantor shall fail to comply with the covenant any of its covenants contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given §8.1, 8.2 (other than, with respect to the Borrowers by Guarantor, moves within the Agent as State of California, or with respect to the Borrower, moves within Barbados), 8.4, 8.5, 8.6, 8.9, 8.12, 9 or 10 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 §3.2this Loan Agreement); (d) any of the Borrowers Borrower, the Guarantor or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 §12 13.1) for fifteen (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (3015) days after Borrower receives from Agent written notice thereof, and in of such failure has been given to the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Borrower or the Guarantor by the Administrative Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (fe) any material representation or warranty made by or on behalf of the Borrowers Borrower, the Guarantor or any of their respective Subsidiaries in this Loan Agreement or any of the other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents 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; (gf) Borrower, the Guarantor or any of the Borrowers their respective Subsidiaries shall (x) fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of (i) any obligation for borrowed money or credit received or other Indebtednessin an aggregate principal amount in excess of $20,000,000, (ii) any obligation in respect of any Capitalized Leases in an aggregate amount in excess of $20,000,000, or shall (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, evidencing or securing any obligation referenced in clauses (i) through (iii) above for borrowed money or credit received or other Indebtedness and 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 have accelerated to accelerate the maturity thereof; provided that , or any such holder or holders shall rescind or shall have a right to rescind the events described in §12.1(g) shall not constitute an Event purchase of Default unless any such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000obligations; (h) any of the Borrowers or REIT, (i) the Borrower, the Guarantor or any Material Subsidiary 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 for it of the Borrower, the Guarantor or such Material Subsidiary or of any substantial part of its assetsthe assets of the Borrower, (ii) the Guarantor or such Material Subsidiary or shall commence any case or other proceeding relating to it the Borrower, the Guarantor or 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; ; or (iii) a if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against the Borrower, the Guarantor or any Material Subsidiary and, with respect to this clause (ii) only, (x) the Borrower, the Guarantor or such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person Material Subsidiary shall indicate its approval thereof, consent thereto or acquiescence therein or (y) such petition, application, case petition or proceeding application shall not have been dismissed within ninety thirty (9030) days following the filing or commencement thereof; (jh) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating the Borrower, the Guarantor or any such Person, 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, the Guarantor or any such Person Material Subsidiary in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ki) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty thirty (6030) days one days, whether or more uninsured or unbonded not consecutive, any final judgments judgment against Parent Borrower Borrower, the Guarantor or any Subsidiary Borrower of their respective Subsidiaries that, either individually with other outstanding final judgments, undischarged, against Borrower, the Guarantor or any of their respective Subsidiaries exceeds in the aggregate, exceed aggregate $25,000,0005,000,000; (lj) if any of the Loan Documents shall be canceledcancelled, terminated, revoked revoked, voided or rescinded 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 Required Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower, the Guarantor or any of the Borrowerstheir 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 determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (mk) any dissolutionLoan 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 $5,000,000, terminationor 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 $5,000,000, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) following occurs with respect to any a Guaranteed Pension Plan, : (i) an ERISA Reportable Event shall have occurred and Event, or a failure to make a required installment or other payment (within the meaning of §302(0(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretion that such event reasonably would (A) could be expected to result in liability of the Borrower, the Guarantor or any of the Borrowers to pay money their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 5,000,000 and one of the following shall apply with respect to such event: (xB) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or 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 (yii) the appointment by a trustee shall have been appointed by the United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ziii) the institution by the PBGC shall have instituted of proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower, the Guarantor or any Material Subsidiary shall be enjoined, restrained or in any way prevented by the order of any Governmental Authority from conducting any 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, the Guarantor or any of their respective Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower, the Guarantor or any of their respective Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) Borrower, the Guarantor or any Change of Control their respective Subsidiaries shall occur;be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought against Borrower, the Guarantor or any of their respective Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of the Borrower, the Guarantor or such 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 $5,000,000; or (p) an Event a Change of Default under any of the other Loan Documents Control shall occur; then, and upon in any such Event of Defaultevent, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Loan Agreement, the Notes, the Letters of Credit Term Notes and the other Loan Documents 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 BorrowersBorrower and the Guarantor; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i13.1(g) or §12.1(j13.1(h), all such amounts shall become immediately due and payable payable, automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, upon demand by Administrative 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersLender.

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 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) any of the Borrowers shall fail to pay any interest on the Loans within five (5) days 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 date that other Loan Documents, when the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, 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 Borrowers shall fail to comply with the covenant any of its covenants contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2ss.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) any of the Borrowers Borrower or any of their respective its Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 this ss. 13.1) for fifteen (15) days after written notice of such failure has been given to the other subclauses Company by the Agent; (e) any representation or warranty of any Borrower or any of its Subsidiaries in this §12 (including, without limitation, §12.2 below) Credit Agreement or in any of the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries in this Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (gf) any Borrower or any of the Borrowers its Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account obligation in excess of any obligation $1,000,000 for borrowed money or credit received or other Indebtednessin respect of any Capitalized Leases, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and in respect of any Capitalized Leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder have accelerated to accelerate the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (hg) any Borrower or any of the Borrowers or REIT, (i) its Subsidiaries 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 for it of any Borrower or any of its Subsidiaries or of any substantial part of the assets of any Borrower or any of its assets, (ii) Subsidiaries or shall commence any case or other proceeding relating to it any Borrower or any of 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against any such Person under Borrower or any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, its Subsidiaries and any such Person Borrower or any of its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case petition or proceeding application shall not have been dismissed within ninety forty-five (9045) days following the filing or commencement thereof; (jh) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating any such Person, Borrower or any of 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 any Borrower or any Subsidiary of such Person Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ki) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one thirty days, whether or more uninsured or unbonded not consecutive, any final judgments judgment against Parent any Borrower or any Subsidiary Borrower of its Subsidiaries that, either individually with other outstanding final judgments, undischarged, against such Borrower or any of its Subsidiaries exceeds in the aggregate, exceed aggregate $25,000,0001,000,000; (lj) if any of the Loan Documents shall be canceledcancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required LendersBanks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any Borrower or any of the Borrowersits 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 determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (nk) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of any Borrower or any of the Borrowers to pay money its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (ol) any Change Borrower or any of Control its Subsidiaries shall occurbe 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; (pm) an Event of Default under 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 Loan Documents shall occur; thencasualty, and upon which in any such Event of Defaultcase causes, for more than fifteen (15) consecutive days, the Agent may, and upon the request cessation or substantial curtailment of the Required Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice revenue producing activities at any facility of any kind, all of which are hereby expressly waived by the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) Borrower or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and Lenders have no further obligation to make Revolving Credit Loans or issue Letters of Credit or Subsidiaries if such excess no longer existsevent or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of such Borrower or such Subsidiary; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower or any of its Subsidiaries if such proceeds deposited by Borrowers will be released loss, suspension, revocation or failure to Borrowers.renew would have a material adverse effect on the business or financial condition of such Borrower or such 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 Borrowers Borrower shall fail to pay any principal of the Loans 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 Borrowers Borrower shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payableLoans, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agentwhen 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 Borrowers Borrower shall fail to comply with the perform any term, covenant or agreement contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.29; (d) any of the Borrowers Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 in the other subclauses subsections or clauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (fe) any material representation or warranty made by or on behalf of the Borrowers Borrower, the Guarantors or any of their respective Subsidiaries in this Agreement or any other Loan 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 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; (gf) the Borrower, any Guarantor or any of the Borrowers their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other IndebtednessIndebtedness (including under any Derivatives Contract), or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and (including under any 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 have accelerated to accelerate the maturity thereof or require the prepayment, redemption, purchase, termination or other settlement thereof; provided provided, however, that the events described in this §12.1(g12.1(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(g12.l(f), involve involves (i) any Recourse Indebtedness singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness 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; (hg) any of the Borrowers Borrower, the Guarantors, or REITany of 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 similar official for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to 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; 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); (ih) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator liquidator, monitor, receiver, receiver-manager, or receiver similar official of any of the Borrowers Borrower, the Guarantors, or REIT any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law Insolvency Law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety sixty (9060) 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); (ji) a decree or order is entered appointing a trustee, custodian, liquidator liquidator, receiver, monitor, receiver-manager, or receiver similar official for any of the Borrowers Borrower, the Guarantors, or REIT any of 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 any 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); (kj) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty thirty (6030) days days, whether or not consecutive, one (1) or more uninsured or unbonded final judgments against Parent Borrower the Borrower, any Guarantor or any Subsidiary Borrower of their respective Subsidiaries that, either individually or in the aggregate, exceed $25,000,00035,000,000.00 per occurrence or during any twelve (12) month period; (lk) any of the Loan Documents or the Contribution Agreement shall be disavowed, canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit 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 BorrowersGuarantors, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, 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; (ml) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents[reserved]; (nm) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of the Borrower, the Guarantors or any of the Borrowers to pay money their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 35,000,000.00 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (n) [reserved]; (o) any Guarantor denies that it has any liability or obligation under the 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 Loan Document; (p) [reserved]; (q) [reserved]; (r) REIT shall fail to comply at any time with all requirements and Applicable Laws necessary to maintain REIT Status and shall continue to receive REIT Status; (s) REIT shall fail to comply, in any material respect, with any SEC reporting requirements; or (t) any Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents shall occur; then, and upon in any such Event of Defaultevent, the Agent may, and and, upon the request of the Required Lenders shallMajority Lenders, shall by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided that in the event of any Event of Default specified in §12.1(h§12.1(g), §12.1(h) or 12.1(i) shall occur with respect to the Borrower, REIT or §12.1(j)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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails hereby expressly waiving any right to deliver such cash collateral, upon notice of intent to accelerate and notice of acceleration. Upon demand by the Agent or the Majority 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 such 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 pledged or funded hereunder 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 Borrowers the Borrower will be released to Borrowersthe 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 Borrowers 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 Borrowers any Borrower shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit Fees or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date Hedging Agreement (other than an amount referred to in clause (a) of maturity or at any other date fixed for paymentthis Section 13.1) within five (5) Business Days after the same shall become due and payable; (c) the Borrowers any Borrower shall fail to comply with the covenant any of its covenants contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to Sections 8.3, 8.4.1, the Borrowers by the Agent as provided in §3.2first sentence of Section 8.5, Sections 8.11 or 8.13, or Article 10 of this Credit Agreement; (d) any of the Borrowers or any of their respective Subsidiaries Borrower shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 this Section 13.1) for forty-five (45) days after the other subclauses earlier of (i) the date that the Administrative Agent gives notice of such failure 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 obtains actual knowledge of such failure; (e) any representation or warranty of any Borrower in this §12 (including, without limitation, §12.2 below) Credit Agreement or in any of the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries in this Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (gf) any of the Borrowers Any Borrower shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtednessin respect of any Consolidated Capitalized Leases, in each case, having an outstanding principal balance in excess of $1,000,000, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, bound evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and in respect of any Consolidated Capitalized Leases, in each case, having an outstanding principal balance in excess of $1,000,000, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder have accelerated to accelerate the maturity thereof; provided that , or any such holder or holders shall rescind or shall have a right to rescind the events described in §12.1(g) shall not constitute an Event purchase of Default unless any such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000obligations; (h1) any of the Borrowers or REIT, (i) Obligor 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 (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 for it of such Obligor or of any substantial part of its assets, (ii) the assets of such Obligor; or shall commence any case or other proceeding relating to it 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; ; or (i3) a if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against any Obligor and such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person Obligor shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case petition or proceeding application shall not have been dismissed within ninety (90) days following the filing thereof; provided, that with respect to any action taken or commencement thereofevent 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; (jh) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating any such Person, 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 any such Person Obligor in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ki) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one or more uninsured or unbonded forty-five consecutive days, any final judgment against any Borrower for the payment of money, together with other outstanding final, undischarged, unsatisfied and unstayed judgments against Parent Borrower or any Subsidiary Borrower thatthe Borrowers, either individually or in excess of $1,000,000 in the aggregate, exceed $25,000,000unless the same is adequately bonded or is being contested by appropriate proceedings properly instituted and diligently conducted; (lj) 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 canceledcancelled, terminated, revoked or rescinded 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 Required Lenders, ; or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Obligors or any of the Borrowers, 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 determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (ml) any dissolutionBorrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $1,000,000, terminationor 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 $1,000,000, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) following occurs with respect to any a Guaranteed Pension Plan, : (i) an ERISA Reportable Event shall have occurred and Event, or a failure to make a required installment or other payment (within the meaning of Section 302(f)(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretion that such event reasonably would (A) could be expected to result in liability of the Obligors or any of the Borrowers to pay money their Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000 and one of the following shall apply with respect to such event: (xB) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or 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 (yii) the appointment by a trustee shall have been appointed by the United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ziii) the institution by the PBGC shall have instituted of proceedings to terminate such Guaranteed Pension Plan; (om) any Change Obligor shall be enjoined, restrained or in any way prevented by the order of Control any Governmental Authority from conducting any material part of its business and such order shall occurcontinue in effect for more than forty-five (45) days; (pn) an Event there shall occur any material damage to, or loss, theft or destruction of, any Collateral, which could reasonably be expected to have a Material Adverse Effect; then, and in any such event, so long as the same may be continuing, (1) with the consent of Default the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers declare the 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 shall occur; then(including, and upon any such Event of Defaultwithout limitation, all Reimbursement Obligations, whether or not the Agent may, and upon the request beneficiaries of the Required Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Agreement, the Notes, the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations (other than Obligations in respect of any Hedging Agreements), to be forthwith due and payable, whereupon the other Loan Documents to be, and they 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 Borrowersother Loan Documents to the contrary notwithstanding; provided provided, that in upon the event occurrence of any an Event of Default specified in §12.1(h), §12.1(iSection 13.1(g) or §12.1(j13.1(h), all such amounts Obligations (other than Obligations in respect of any Hedging Agreements) shall automatically become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from 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 Lenders or Loans, Notes and Reimbursement Obligations pursuant to the Agent. If demanded by Agent in its absolute and sole discretion preceding paragraph, within three Business Days after the occurrence and during Domestic Borrowing Administrator receives notice from the continuance Administrative Agent demanding the deposit of an Event of Defaultcash collateral pursuant to this paragraph, the Domestic Borrowers will shall at such time deposit with and pledge to in a cash collateral account opened by the Administrative Agent cash in an amount equal to the aggregate then undrawn and unexpired amount of all undrawn such Letters of Credit. Such amounts will Amounts held in such cash collateral account shall be pledged applied by the Administrative Agent to reimburse the relevant LC Issuers for LC Disbursements for which they have not been reimbursed, and held 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 accrued 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 Agent for notice to the benefit Borrowers exercise on behalf of the Lenders as security for any amounts that become payable all of its other rights and remedies under the Letters of this Credit and all other Obligations, In the event the Borrower fails to deliver such cash collateral, 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 satisfiedAgreement, the Revolving Credit Lenders will cause a Revolving Credit other Loan Documents and applicable law, in order to be made in the undrawn amount of satisfy all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersObligations.

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 Borrowers 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 Borrowers Borrower shall fail to pay any interest on the Loans within five (5) days Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the date that other Loan Documents, when the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers Borrower shall fail to comply with the covenant any of its covenants contained in §9.1 Sections 9.1, 9.4, 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 uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2for 30 days; (de) any of the Borrowers Borrower or any of their respective its Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 §12 Section 14.1) for fifteen (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (3015) days after Borrower receives from Agent written notice thereof, and in of such failure has been given to the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Borrower by the Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers Borrower in this Credit Agreement or any of their respective Subsidiaries in this Agreement or any the other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (g) any of the Borrowers Borrower, its Subsidiaries, or the General Partner shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtednessin respect of any Capitalized Leases in an aggregate amount greater than $500,000, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and in respect of any Capitalized Leases in an aggregate amount greater than $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 have accelerated to accelerate the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (h) any of the Borrowers Borrower, its Subsidiaries, or REIT, (i) the General Partner 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 for it of such Person(s) or of any substantial part of its assets, (ii) the assets of such Person's or shall commence any case or other proceeding relating to 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; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, Person(s) and any such Person Person(s) shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case petition or proceeding application shall not have been dismissed within ninety sixty (9060) days following the filing or commencement thereof; (ji) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for or adjudicating the Borrower, or any of its Subsidiaries, or the Borrowers or REIT or adjudicating any such Person, 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 any such Person Person(s) in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (kj) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one thirty days, whether or more uninsured not consecutive, any final judgment against the Borrower, any of its Subsidiaries, or unbonded final judgments against Parent Borrower or any Subsidiary Borrower the General Partner that, either individually or with other outstanding final judgments, undischarged, against such Person(s) exceeds in the aggregate, exceed aggregate $25,000,0001,000,000; (lk) if any of the Loan Documents shall be canceledcancelled, terminated, revoked or rescinded 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 terms thereof or with the express prior written agreement, consent or approval of the Required LendersBanks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the ▇▇▇▇▇▇▇ Group party thereto or any of the Borrowerstheir respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (nl) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of the Borrower or any of the Borrowers to pay money its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 250,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected reasonably likely to result in constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States of America District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States such District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (m) the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (n) 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 or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment or revenue producing activities at any facility or facilities of the Borrower or any of its Subsidiaries if such event or circumstance would have a material adverse effect on the business, assets or condition (financial or otherwise) of the Borrower or such Subsidiary; (o) there shall occur the loss, suspension or revocation of, or failure to renew, any Change license or permit now held or hereafter acquired by the Borrower or any of Control shall occurits 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 or such Subsidiary; (p) an Event of Default under any of the other Loan Documents ▇▇▇▇▇▇▇ Group shall occurbe 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 of its Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such Subsidiary having a fair market value in excess of $250,000; (q) a "Change of Control" under, and as defined in the Senior Indenture shall have occurred; or (r) if the Borrower shall, at any time, own or control less than one hundred percent (100%) of the equity or ownership interests of each of its Subsidiaries which is a Guarantor; then, and upon in any such Event of Defaultevent, so long as the same may be continuing, (x) the Agent may, and upon the request of the Required Lenders Majority Banks shall, by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Credit Agreement, the Notes, the Letters of Credit 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 BorrowersBorrower; provided PROVIDED that in the event of any Event of Default specified in §12.1(h), §12.1(iSections 14.1(h) or §12.1(j14.1(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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersBank.

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 Borrowers Borrower shall fail to pay any principal of any of the Loans 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 Borrowers Borrower shall fail to pay any interest on the Loans Loans, or any other fees or sums due hereunder or under any of the other Loan Documents, within five ten (510) days of the date that after the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers Borrower or the Trust shall fail to comply with the any covenant contained in §9.1 9, and such failure shall continue uncured for thirty (30) days after written notice thereof shall have been given to the Borrowers Borrower by the Agent as provided Agent; provided, however, that in the event that Borrower or the 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 §3.29.5 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 of the Borrowers Guarantor or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents12), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereofthereof shall have been given to the Borrower by the Agent; provided , and however , that in the case event that such failure shall be a failure to comply with the terms of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice§8.7(b), then the Borrower shall have be afforded a period of one (1) fiscal quarter to cure such additional time as is reasonably necessary 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 effect such cure, but in no event in excess a failure to comply with the terms of ninety (90§7.5(a) days from Borrower’s receipt of Lender’s original noticeor §8.4; (fe) any material representation or warranty made by or on behalf of the Borrowers Borrower, any Guarantor or any of their respective Subsidiaries in this Agreement or any other Loan Document, or in 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 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; (gf) the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other IndebtednessIndebtedness (including, without limitation, any Derivatives Contract), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for such borrowed money or credit received or other Indebtedness and (including, without limitation, any 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 have accelerated to accelerate the maturity thereof or require the prepayment or purchase thereof; , provided that the events described in this §12.1(g12.1(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(g12.1(f), involve singly or in the aggregate obligations for borrowed money or credit received or other Recourse Indebtedness totaling in excess of $25,000,00010,000,000.00 or Non-recourse Indebtedness totaling in excess of $30,000,000.00; (hg) the Borrower, any Guarantor or any of the Borrowers or REITtheir 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 for it of any such Person or of any substantial part of its assetsthe assets of any thereof, (ii) shall commence any case or other proceeding relating to it any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing; (ih) a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers Borrower, any Guarantor or REIT any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety sixty (9060) days following the filing or commencement thereof; (ji) a decree or order is entered appointing a any trustee, custodian, liquidator or receiver for or adjudicating any of the Borrowers Borrower, any Guarantor or REIT or adjudicating any such Person, of 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 any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (kj) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one days, whether or more not consecutive, any uninsured or unbonded final judgments judgment against Parent Borrower any of the Borrower, any Guarantor or any Subsidiary Borrower of their respective Subsidiaries that, either individually or with other outstanding uninsured final judgments, undischarged, against such Persons exceeds in the aggregate, exceed aggregate $25,000,00010,000,000.00; (lk) any of the Loan Documents or the Contribution Agreement shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required LendersBanks, or any action at law, suit 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, any Guarantor, any of the Borrowerstheir respective Subsidiaries or any of their respective holders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determinationdetermination that, 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; (ml) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower or the Trust or any of the Borrowers shall occur their respective Subsidiaries or any sale, transfer or other disposition of the assets of the Borrower, the Trust or any of the Borrowers shall occur 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 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 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 any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of the Borrower, any Guarantor or any of the Borrowers to pay money their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; Plan or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (op) any a Change of Control shall occur; (pq) an ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall cease to be active on a daily basis in the management of the Trust and the Borrower 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 under (as defined in any of the other Loan Documents Documents) shall occur; or (s) The Borrower and the Guarantor and any of their respective Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, 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 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 a redemption, retirement, prepayment, purchase or defeasance thereof; then, and upon in any such Event of Defaultevent, the Agent may, and upon the request of the Required Lenders Majority Banks shall, by notice in writing to the Borrowers Borrower (in addition to the rights afforded under §12.3) declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in Borrower. In the event of any Event of Default specified in §12.1(h12.1(g), §12.1(i12.1(h) or §12.1(j12.1(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 Banks or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowers.

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 Borrowers 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers Borrower shall fail to pay any interest on the Loans within five (5) days or any other sums due hereunder or under any of the date that other Loan Documents, when the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers Borrower shall fail to comply with the any covenant contained in §9.1 Section 7.15 or Section 7.16; (d) the Borrower shall fail to comply with any covenant contained in Article 9, and such failure shall continue uncured for 45 days after written notice thereof shall have been given to the Borrowers Borrower by the Agent as provided in §3.2; (d) any of the Borrowers or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9Agent; (e) the Borrower or any of its Subsidiaries or the Borrowers Guarantor 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 above in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan DocumentsSection 12), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers Borrower or any of their respective its Subsidiaries or the Guarantor in this Agreement or any other Loan Document, or in 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 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; (g) the Borrower or any of its Subsidiaries or the Borrowers Guarantor shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtedness, including, without limitation, the Prudential Loan, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for such borrowed money or credit received or other Indebtedness 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 have accelerated to accelerate the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (h) the Borrower or any of its Subsidiaries or the Borrowers or REITGuarantor, (iA) 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 for it of the Borrower or any of its Subsidiaries or the Guarantor or of any substantial part of its assetsthe assets of any thereof, (iiB) shall commence any case or other proceeding relating to it the Borrower or any of its Subsidiaries or the 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 (iiiC) shall take any action to authorize or in furtherance of any of the foregoing; (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 of its Subsidiaries or the Borrowers or REIT 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 such Person of its Subsidiaries or the 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 such Person of its Subsidiaries or the Guarantor shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) 60 days following the filing or commencement thereof; (j) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for or adjudicating the Borrower or any of its Subsidiaries or the Borrowers or REIT or adjudicating any such Person, 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 such Person of its Subsidiaries or the Guarantor, in each case of the foregoing in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one 60 days, whether or more not consecutive, any uninsured or unbonded final judgments judgment against Parent the Borrower or any Subsidiary Borrower of its Subsidiaries or the Guarantor that, either individually with other outstanding uninsured final judgments, undischarged, against the Borrower or any of its Subsidiaries or the Guarantor exceeds in the aggregate, exceed aggregate $25,000,0005,000,000.00; (l) if any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required LendersBanks, or any action at law, suit 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 the Guarantor or any of the Borrowersits holders of Voting Interests, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereofthereof in any material respect as determined by the Majority Banks; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur Borrower or the Guarantor, or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur Borrower or the Guarantor, other than as permitted under the terms of this Agreement or the other Loan Documents; (n) any suit or proceeding shall be filed against the Borrower or the Guarantor 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 any Guaranteed Pension Planthem, an ERISA Reportable Event shall if adversely determined, would have occurred and such event reasonably would be expected to result in liability of any a materially adverse affect on the ability of the Borrowers Borrower or the Guarantor to pay money to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 perform each and every one of its obligations under and by virtue of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension PlanLoan Documents; (o) the Borrower or the Guarantor, shall be indicted for a federal crime, a punishment for which could include the forfeiture of any Change of Control shall occur; (p) an Event of Default under any assets of the other Loan Documents shall occur; then, and upon any such Event of Default, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders Borrower or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowers.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 Borrowers 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 Borrowers Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans Revolving Credit Loans, any Fees, or other sums due hereunder or under any of the other Loan Documents, within five three (53) days Business Days of the date that the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers Borrower shall fail to comply (i) with the covenant any of its covenants contained in §9.1 and such failure shall continue uncured §8.12, 9 (with the exception of 9.7) or 10, or (ii) within ten (10) days after written notice thereof shall have been given to the Borrowers by the Agent as provided delivery dates required therein, with any of its covenants contained in §3.2§8.4 or 8.9; (d) any of the Borrowers Borrower or any of their respective its Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 §12 (including, without limitation, §12.2 below13.1) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in of such failure has been given to the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Borrower by the Administrative Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (fe) any material representation or warranty made by or on behalf of the Borrowers Borrower or any of their respective its Subsidiaries set forth in this Credit Agreement or any of the other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents 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); (gf) the Borrower or any of the Borrowers its Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or in respect of any Capitalized Leases or other IndebtednessIndebtedness in the aggregate amount of $20,000,000 or more, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or in respect of any Capitalized Leases or other Indebtedness and in the 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 have accelerated to accelerate the maturity thereof; provided that , or any such holder or holders shall rescind or shall have a right to rescind the events described in §12.1(g) shall not constitute an Event purchase of Default unless any such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000obligations; (hg) the Borrower or any of the Borrowers or REIT, (i) its Subsidiaries 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 for it of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its assets, (ii) Subsidiaries or shall commence any case or other proceeding relating to it the Borrower or any of 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against the Borrower or any such Person under of its Subsidiaries and the Borrower or any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case petition or proceeding application shall not have been dismissed within ninety sixty (9060) days following the filing or commencement thereof; (jh) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for or adjudicating the Borrower or any of the Borrowers or REIT or adjudicating any such Person, 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 such Person Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ki) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty thirty (6030) days one or more uninsured or unbonded consecutive days, any final judgments judgment against Parent the Borrower or any Subsidiary Borrower of its Subsidiaries not covered by insurance that, either individually with other outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries not covered by insurance exceeds in the aggregate, exceed aggregate $25,000,0003,000,000; (lj) if any of the Loan Documents shall be canceledcancelled, terminated, revoked or rescinded 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 Required Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of its Subsidiaries party thereto or any of their respective members or stockholders (as the Borrowerscase may be), or any court of competent jurisdiction or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (mk) the Borrower or any dissolutionERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $3,000,000, terminationor 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 $3,000,000, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) following occurs with respect to any a Guaranteed Pension Plan, : (i) an ERISA Reportable Event shall have occurred and Event, or a failure to make a required installment or other payment (within the meaning of §302(f)(1) of ERISA), provided, that the Administrative Agent determines in its reasonable discretion that such event reasonably would (A) could be expected to result in liability of the Borrower or any of the Borrowers to pay money its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 3,000,000 and one of the following shall apply with respect to such event: (xB) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or 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 (yii) the appointment by a trustee shall have been appointed by the United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ziii) the institution by the PBGC shall have instituted of proceedings to terminate such Guaranteed Pension Plan; (ol) 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 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; (m) a Change of Control 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 its Subsidiaries if such loss, suspension, revocation or failure to renew would reasonably be expected to have a Material Adverse Effect; (p) an Event of Default under the Borrower or any of its Subsidiaries shall be indicted for a state or federal crime, for which the other Loan Documents shall occurpunishment in such case could include the forfeiture of any assets of the Borrower or such Subsidiary not included in the Borrowing Base but having a fair market value in excess of $7,000,000; or (q) the number of cost equivalent units (or CEUs) included in the fleet of containers owned by the Borrower or managed by the Borrower on behalf of third-parties (such CEUs to be calculated by Borrower consistently with the 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 any calendar month, be less than 300,000; then, and upon in any such Event of Defaultevent, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Credit Agreement, the Notes, the Letters of Credit Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided provided, that in the event of any Event of Default specified in §12.1(h), §12.1(i13.1(g) or §12.1(j13.1(h), 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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, upon demand by Administrative 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersLender.

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 Borrowers 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers Borrower shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payableLoans, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agentwhen 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 Borrowers Borrower shall fail to comply with the covenant contained in §9.1 and such failure shall continue uncured for fifteen (15) calendar days after written notice thereof shall have been given to the Borrowers Borrower by the Agent as provided in §3.2Agent; (d) any of the Borrowers or any of their respective Subsidiaries Borrower shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 99.2 -§9.12; (e) the Borrower, the Guarantors or any of the Borrowers 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 in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers Borrower, the Guarantors or any of their respective Subsidiaries in this Agreement or any other Loan 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 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; (g) the Borrower, any Guarantor or any of the Borrowers their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other IndebtednessIndebtedness (including under any Derivatives Contract), or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and (including under any 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 have accelerated to accelerate the maturity thereofthereof or require the termination or other settlement of such obligation; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other (i) Recourse Indebtedness totaling in excess of $25,000,00010,000,000.00 or (ii) Non-Recourse Indebtedness in excess of $50,000,000.00 individually or in excess of $75,000,000.00 in the aggregate; (h) the Borrower, any Guarantor or any of the Borrowers or REITtheir 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 for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to 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; (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 of the Borrowers or REIT their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety sixty (9060) days following the filing or commencement thereof; (j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for the Borrower, any Guarantor or any of the Borrowers or REIT 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 any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty fifteen (6015) days during any calendar year, whether or not consecutive, one or more uninsured or unbonded final judgments against Parent (x) the Borrower or any Subsidiary Borrower Guarantor that, either individually or in the aggregate, exceed $25,000,00025,000,000.00 in any calendar year or (y) any Subsidiary of the Borrower that is not a Subsidiary Guarantor that, either individually or in the aggregate, exceed $25,000,000.00 in any calendar year; (l) any of the Loan Documents or the Contribution Agreement shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit 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 BorrowersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, 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; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of the Borrower, any Guarantor or any of the Borrowers their respective Subsidiaries shall occur occur, in each case, other than as permitted under the terms of this Agreement or the other Loan Documents; ; (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of the Borrower, the Guarantors or any of the Borrowers to pay money their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000.00 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (o) any Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents shall occur; then, and upon any such Event of Default, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowers.

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 Borrowers 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 Borrowers Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans within five (5) days Loans, the commitment fee, any Letter of Credit Fee, the Agent's fee, or other sums due hereunder or under any of the date that other Loan Documents, when the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers Borrower shall fail to comply with the covenant any of its covenants contained in §9.1 (S)(S)9.1, 9.2, 9.4, 9.5.1, 9.6, 9.9, and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.29.12 - 9.17, (S)10 or (S)11; (d) any of the Borrowers Borrower or any of their respective its Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 this (S)14.1) for fifteen (15) days after written notice of such failure has been given to the other subclauses Borrower by the Agent; (e) any representation or warranty of the Borrower or any of its Subsidiaries in this §12 (including, without limitation, §12.2 below) Credit Agreement or in any of the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) any material representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries in this Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents 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; (gf) the Borrower or any of the Borrowers its Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtednessin respect of any Capitalized Leases in an aggregate amount in excess of $250,000, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and in respect of any Capitalized Leases in an aggregate amount in excess of $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 have accelerated to accelerate the maturity thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (hg) the Borrower or any of its Subsidiaries (other than a Non- Material Subsidiary unless the Borrowers Borrower or REIT, any other Subsidiary has been adversely effected by the occurrence of such event (isuch 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 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 for it of the Borrower or any of its Subsidiaries (other than a Deminimis Subsidiary) or of any substantial part of the assets of the Borrower or any of its assets, Subsidiaries (iiother than a Deminimis Subsidiary) or shall commence any case or other proceeding relating to it the Borrower or any of its Subsidiaries (other 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against the Borrower or any such Person under of its Subsidiaries (other than a Deminimis Subsidiary) and the Borrower or any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person its Subsidiaries (other than a Deminimis Subsidiary) shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case petition or proceeding application shall not have been dismissed within ninety forty-five (9045) days following the filing or commencement thereof; (jh) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for or adjudicating the Borrower or any of the Borrowers or REIT or adjudicating any such Person, its Subsidiaries (other 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 such Person Subsidiary (other than a Deminimis Subsidiary) of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ki) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one thirty days, whether or more uninsured or unbonded not consecutive, any final judgments judgment against Parent the Borrower or any Subsidiary Borrower of its Subsidiaries (other than a Deminimis Subsidiary) that, either individually with other outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries (other than a Deminimis Subsidiary) exceeds in the aggregate, exceed aggregate $25,000,0001,000,000; (lj) if any of the Loan Documents shall be canceledcancelled, terminated, revoked or rescinded or the Agent's security interests, mortgages or liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required LendersBanks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the Borrowersits 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 determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (mk) the Borrower or any dissolutionERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA, terminationor the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) following occurs with respect to any a Guaranteed Pension Plan, : (i) an ERISA Reportable Event shall have occurred and Event, or a failure to make a required installment or other payment (within the meaning of (S)302(f)(1) of ERISA), provided that the Agent determines -------- in its reasonable discretion that such event reasonably would (A) could be expected to result in liability of the Borrower or any of the Borrowers to pay money its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000 and one of the following shall apply with respect to such event: (xB) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or 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 (yii) the appointment by a trustee shall have been appointed by the United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ziii) the institution by the PBGC shall have instituted of proceedings to terminate such Guaranteed Pension Plan; (l) the Borrower or any of its Subsidiaries (other 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 its Subsidiaries if such event or circumstance is not covered by business interruption insurance and would have a Material Adverse Effect; (n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; (o) the Borrower or any Change of Control its Subsidiaries shall occur;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 of its Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of the Borrower or such 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 under if the Borrower or the Guarantor, as the case may be, shall at any time own less than one hundred percent (100%) of the other Loan Documents 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 occurhave 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, the first day on which the majority of the directors of the Borrower are not Continuing Directors; then, and upon in any such Event of Defaultevent, so long as the same may be continuing, the Agent may, and upon the request of the Required Lenders Majority Banks shall, by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Credit Agreement, the Notes, the Letters of Credit Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided that in the event of any Event -------- of Default specified in §12.1(h), §12.1(i(S)(S)14.1(g) or §12.1(j14.1(h), 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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersBank.

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 Borrowers 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 accelerated date of maturity or at any other date fixed for payment; (b) the Borrowers Borrower shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agentwhen 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 Borrowers shall fail to comply with the covenant contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2; (d) any of the Borrowers or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for ten (10) days (provided that such grace period will not apply to interest due upon the thirty maturity of the Obligations); (30c) day cure period provided Borrower or any other Loan Party shall fail to comply with any covenant contained in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article §7.4, §7.9, §8 or §9; (ed) Borrower or any of the Borrowers other Loan Party shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents12), ; and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower thereof shall have such additional time as is reasonably necessary been given to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original noticeBorrower by Agent; (fe) any material Any representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries Loan Party in this Agreement or in any other Loan DocumentDocument to which it is a party, or in 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 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; (gi) Borrower or any of the Borrowers Restricted Subsidiary shall fail to pay at maturity or otherwise when due (including, without limitation, at maturity)due, or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other IndebtednessIndebtedness having an aggregate principal amount outstanding of at least $100,000, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for 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 have accelerated to accelerate the maturity thereof; provided that , including without limitation the events described in §12.1(g) shall not constitute an occurrence of any “Event of Default unless Default” (A) (as such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or term is defined in the aggregate obligations 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 totaling 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) Borrower or any Restricted Subsidiary (or any Unrestricted Subsidiary with assets in excess of $25,000,000;5,000,000) (h) any of the Borrowers or REIT, (i1) 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 for it of Borrower or any such Subsidiary or of any substantial part of its assetsthe assets of any thereof, including, without limitation, any Eligible Asset, (ii2) shall commence any case or other proceeding relating to it Borrower or any of 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 (iii3) shall take any action to authorize or in furtherance of any of the foregoing; (ih) a A petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of Borrower or any Restricted Subsidiary (or any Unrestricted Subsidiary with assets in excess of the Borrowers or REIT $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 any Borrower or such Person Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any Borrower or such Person Subsidiary shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) days following the filing or commencement thereof; (ji) a A decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating Borrower or any such Person, Restricted Subsidiary (or any Unrestricted Subsidiary with assets in excess of $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 Borrower or any such Person Subsidiary in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (kj) there There shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one days, whether or more uninsured or unbonded not consecutive, any final judgments judgment against Parent Borrower or any Subsidiary Borrower of its Subsidiaries, that, either individually or with other outstanding final judgments, undischarged, against Borrower and its Restricted Subsidiaries exceeds in the aggregate, exceed aggregate $25,000,000100,000 (or against Unrestricted Subsidiaries exceeds in the aggregate $5,000,000) (to the extent not paid or covered by insurance); (lk) If any of the Loan Documents shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of any Loan Party or any of the Borrowerstheir respective stockholders, partners, members or beneficiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (ml) any Any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur Loan Party, or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur Loan Party, other than as permitted under the terms of this Agreement or the other Loan Documents; (m) Borrower or any of its Subsidiaries shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of Borrower included in the Collateral; (n) with With respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and such event that reasonably would could be expected to result in liability of any of the Borrowers to pay money Loan Party to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Guaranteed Pension Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (o) any A Change of Control shall occur without the 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 Loan Documents, shall occur; (pq) an Event Any amendment to or termination of Default under a financing statement naming any Loan Party 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 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 amendment to or termination of a financing statement naming any Loan Party as debtor and Agent as secured party, or any correction statement with respect thereto, is filed in any jurisdiction by any party other Loan Documents 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; or (r) Borrower shall occurcease to maintain its REIT Status; then, and upon in any such Event of Defaultevent, the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Agreement, the Notes, the Letters of Credit Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided that in the event of any Event of Default specified in §12.1(h12.1(g), §12.1(i12.1(h) or §12.1(j12.1(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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowers.;

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 Borrowers : 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 Borrowers ; any Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans within five (5) days Loans, the facility fee, the Bankers' Acceptance Fees, any Letter of Credit Fee, the Agents' fees, or other sums due hereunder or under any of the date that other Loan Documents, after the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; , and such failure shall continue unremedied for a period of five (c5) the Borrowers days; any Obligor shall fail to comply with the covenant any of its covenants contained in §9.1 (i) ss.10, or (ii) ss.9 and such failure default shall continue uncured unremedied for a period of ten (10) days after written notice thereof shall have been of such default is given to the Borrowers by the Administrative Agent as provided in §3.2or any Lender; (d14.1) any of the Borrowers or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 in the other subclauses of this §12 (including, without limitation, §12.2 below) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in of such failure has been given to such Obligor by the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Administrative Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (f) ; any material representation or warranty made by or on behalf of the Borrowers any Obligor in this Credit Agreement or any of their respective Subsidiaries in this Agreement or any the other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents 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 or any of the other Loan Documents Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (g) ; The Guarantor or any of the Borrowers its Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and gracegrace (not to exceed thirty (30) days), (i) any principalIndebtedness with an outstanding principal amount in excess of $1,000,000, interest (ii) any Indebtedness under the Licensed Shoe Debt, or other amount on account (iii) any obligations in respect of any obligation for borrowed money operating leases where the remaining lease payments (under one or credit received or other Indebtednessmore operating leases) would, in the aggregate, be in excess of $1,000,000, or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation such Indebtedness described in subclauses (i) or (ii) of this clause (f), or any such operating lease described in subclause (iii) of this clause (f) for borrowed money or credit received or other Indebtedness and 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 have accelerated to accelerate the maturity thereofthereof or otherwise act to enforce any rights and remedies thereunder, unless, prior to termination of the 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; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve singly Guarantor or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000; (h) any of the Borrowers or REIT, (i) its Subsidiaries 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 for it of any such Person or of any substantial part of its assets, (ii) the assets of such Person or shall commence any case or other proceeding relating to it the Guarantor or any of 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against the Guarantor or any such Person under of its Subsidiaries and the Guarantor or any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person its Subsidiaries shall indicate its approval thereof, consent thereto or thereto, acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety otherwise remain undismissed for a period of sixty (9060) days following the filing or commencement thereof; (j) days; a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for or adjudicating the Guarantor or any of the Borrowers or REIT or adjudicating any such Person, 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 Guarantor or any such Person of its Subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; constituted (kwhich 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 sixty (60) days one days, whether or more uninsured or unbonded not consecutive, any final judgments judgment (unless bonded pending appeal) against Parent the Apparel Obligors that, with other outstanding final judgments, undischarged, against the Borrower or any Subsidiary Borrower thatof its Subsidiaries exceeds in $500,000 the 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, either individually redeemed or repurchased in whole or in part; provided, however, that a conversion of the aggregateSubordinated Notes into equity interests in the Guarantor (pursuant to the terms of the indenture under which the Subordinated Notes were issued) shall not constitute a prepayment, exceed $25,000,000; (l) 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 canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Guarantor or any of the Borrowersits 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 determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) ; with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have determined in their reasonable discretion that such event reasonably would could be expected to result in liability of the Obligors or any of the Borrowers to pay money their Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 1,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; ; the 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 (o30) days; there shall occur any Change strike, lockout, labor dispute, embargo, condemnation, act of Control shall occur; God or public enemy, or other casualty, which in any such case causes, for more than sixty (p60) an Event consecutive days, the complete cessation of Default under revenue producing activities at a material number of facilities of the Guarantor or any of its Subsidiaries if such event or circumstance is not covered by business interruption insurance and has a material adverse effect on the other Loan Documents shall occurbusiness or financial condition of the Borrowers taken as a whole; except as permitted under ss.9.5, the Guarantor shall, at any time, legally or beneficially own directly or indirectly, less than one hundred percent of the issued and outstanding capital stock of any Borrower, on a fully diluted basis; or except as permitted under ss.9.5, Casual Male shall, at any time, legally or beneficially own less than one hundred percent of the issued and outstanding capital stock of each of TCM and TCMB&T, on a fully diluted basis; then, and upon in any such Event of Defaultevent, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Majority Lenders shall, by notice in writing to the Borrowers declare all amounts owing with respect to this Credit Agreement, the Notes, the Letters of Credit Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided that in the event of any Event of Default specified in §12.1(hss.ss.14.1(g), §12.1(i14.1(h) or §12.1(j14.1(k), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest notice from the Administrative Agent or other notice any Lender; provided further that in the event of any kind from any Event of Default specified in ss.ss.14.1(g), 14.1(h) or 14.1(k), the Total Commitments of the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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 shall immediately terminate and all other Obligations, In such amounts owing shall become immediately due and payable automatically and without any requirement of notice from the event the Borrower fails to deliver such cash collateral, upon demand by Administrative Agent or the Majority Lenders. No remedy herein conferred upon the 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 is intended to be made in the undrawn amount of all Letters of Credit. The proceeds exclusive of any such Revolving Credit Loan will other remedy and each and every remedy shall be pledged cumulative and shall be in addition to and held every other remedy given hereunder or now or hereafter existing at law or in equity or by Agent as security for statute or any amounts that become payable under the Letters other provision of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowerslaw.

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 Borrowers Either Borrower shall fail to pay any principal of the Loans any 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 Borrowers Either Borrower shall fail to pay any interest on the Loans within five (5) days any Loan, any fees or other sums due hereunder or under any of the other Loan Documents, for a period of three (3) Business Days following the date that when the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;; or (ci) the Borrowers shall fail to comply with the covenant contained in §9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2; (d) any of the Borrowers or any of their respective Subsidiaries Any Loan Party shall fail to perform any other term, covenant or agreement contained in §9.2Section 6.05, §9.3Section 6.06 (but only as to corporate existence), §9.4Section 6.10, §9.5Section 6.11, §9.6Section 6.13 through 6.30, §9.7 or §9.8 and such failure shall continue inclusive, or, for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given so long as NEE Partners has any obligations pursuant to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers NEE Partners Guaranty, NEE Partners shall fail to perform any other 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 which they are required to perform (other than those specified elsewhere in the other subclauses of this §12 (including, without limitation, §12.2 belowSection 8.01) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Notice of such failure has been given to the Borrowers by the Agent written notice thereof, and in the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of or any Lender’s original notice;; or (fd) any material Any representation or warranty made by or on behalf of the Borrowers or any of their respective Subsidiaries Loan Party in this Agreement or any of the other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents or in any other document or instrument delivered pursuant to or in connection with this Agreement, or for so long as NEE Partners has obligations pursuant to the NEE Partners Guaranty any advance representation or warranty of a LoanNEE Partners in the NEE Partners Guaranty, the issuance of any Letter of Credit 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;by the terms of this Agreement; or (ge) 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 of Material Project Company, shall default in the Borrowers shall fail to pay payment when due (including, without limitation, at maturity)of any principal of or any interest on any Funded Debt aggregating US$50,000,000 or more, or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtedness, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation Funded Debt, in an aggregate amount of US$50,000,000 or more, for borrowed money such period of time as would permit (assuming the giving of appropriate notice or credit received or other Indebtedness and the lapse of time if required) the holder or holders thereof or of any obligations issued thereunder have accelerated 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 the events described in §12.1(g) shall not constitute an no Event of Default unless such failure shall result under this paragraph (f) from an event or circumstance limited to performa Material Project Company unless, together with other failures 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 perform as described in §12.1(g), involve singly or in enforce its right to payment under the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000;Cash Sweep and Credit Support Agreement; or (hf) 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 shall (1) voluntarily terminate operations or 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 Borrowers or REITassets of such Person, (i2) shall 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, or admit in writing its general inability to pay or generally fail to pay its debts (4) commence a voluntary case under the United States Bankruptcy Code (as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or 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 to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (iii7) shall take any corporate action to authorize or in furtherance for the purpose of effecting any of the foregoing;; 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; or (ig) without its application, approval or consent, a petition or application proceeding shall be filed for 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 any such Person, or of the Borrowers or REIT all or any substantial part of the assets of any thereofsuch Person, or a case or other proceeding shall be commenced against any like relief in respect of such Person under any law relating to 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, and for any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within period of ninety (90) days following the filing or commencement thereof; (j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for any of the Borrowers or REIT or adjudicating any such Person, bankrupt or insolventconsecutive days, or approving a petition in any such case or other proceeding, or a decree or an order for relief is against such Person shall be entered in respect of any such Person in an involuntary case under federal bankruptcy laws the Bankruptcy Code; provided that no Event of Default shall result under this paragraph (g) from an event or circumstance limited to a Material Project Company unless, as now result thereof and giving Pro Forma Effect thereto, US Holdings or hereafter constituted;OpCo would be in violation of Section 6.13; or (kh) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty thirty (6030) days one days, whether or more uninsured or unbonded not consecutive, any final judgment against any Loan Party or, NEE Partners (if the NEE Partners Guaranty is in effect) that, with other then undischarged, unsatisfied and unstayed, outstanding final judgments against Parent Borrower or any Subsidiary Borrower thatsuch Loan Party, either individually or as the case may be, exceeds in the aggregate, exceed $25,000,000;aggregate US$50,000,000; or (li) any of the Loan Documents or the NEE Partners Guaranty (other than to the extent provided therein) shall be canceled, terminated, revoked or rescinded otherwise by any applicable Loan Party or NEE Partners, respectively, other than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required all 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 any applicable Loan Party, or NEE Partners, respectively, or any of the Borrowerstheir stockholders, or any court or any other governmental or regulatory authority or agency Governmental Authority of competent jurisdiction shall make a determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that 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 (mj) any dissolution, termination, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (ni) with respect to any Guaranteed Pension Plan, (A) an ERISA Reportable Event shall have occurred and such event reasonably would be expected to result in liability of any of the Borrowers to pay money to the PBGC or such Guaranteed Pension Plan in occurred; (B) an aggregate amount exceeding $25,000,000 and one of the following shall apply with respect to such event: (x) such event in the circumstances occurring reasonably would be expected to result in the termination of such Guaranteed Pension Plan by the PBGC or application for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee minimum funding waiver shall have been appointed by the United States District Court filed; (C) a notice of intent to administer terminate such Planplan pursuant to Section 4041(a)(2) of ERISA shall have been issued; or (zD) a lien under Section 303(k) of ERISA shall be imposed; (E) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension 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 that it has made a determination that such plan should be terminated on such basis; or (ii) with respect to any Multiemployer Plan;, a Borrower or any ERISA Affiliate shall incur liability as a result of a partial or complete withdrawal from such plan or the reorganization, insolvency or termination of such plan; and, in the case of each of (i) or (ii), the Majority Lenders shall have determined in their reasonable discretion that such events or conditions, individually or in the aggregate, reasonably could be expected likely to result in liability of the Borrowers in an aggregate amount exceeding US$50,000,000; or (ok) there shall occur any Change of Control shall occur;Control; or (pl) an Event any Collateral Document after delivery thereof pursuant to Section 7.01 or 6.11 shall for any reason (other than pursuant to the 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 Default under any Section 6.13, until the expiration of the other Loan Documents shall occur; then, and upon any tenth (10th) day subsequent to the date the certificate calculating such Event of Defaultcompliance 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 Agent may“Cure Period”), OpCo or US Holdings shall have the right to receive cash contributions to the capital of OpCo or US Holdings, as applicable (collectively, the “Cure Right”), and upon the request receipt by OpCo or US Holdings, as applicable, of such cash (the Required Lenders shall, by notice in writing “Cure Amount”) pursuant to the Borrowers declare all amounts owing exercise by OpCo or US Holdings of such Cure Right compliance with respect the covenants set forth in Section 6.13 shall be recalculated giving effect to this Agreementthe following pro forma adjustments: (i) Covenant Cash Flow of OpCo or US Holdings, as applicable, shall be increased, solely for the Notes, the Letters purpose of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived measuring compliance with Section 6.13 by the Borrowers; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with and pledge to Agent cash in 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 relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, 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 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 which such equity cure was made, the increase in Covenant Cash Flow of OpCo or US Holdings, as applicable, resulting from the exercise of the Cure Right shall be disregarded for purposes of determining the availability or amount of all undrawn Letters of Credit. Such amounts will be pledged to and held by Agent any covenant baskets and, for the benefit purposes of 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 actually applied to prepay indebtedness. For the avoidance of doubt, the increase in Covenant Cash Flow of OpCo or US Holdings, as applicable, resulting from the exercise of the Lenders as security Cure Right shall not be disregarded in any period subsequent to the initial Measurement Period, for any amounts that become payable under the Letters of Credit and all other Obligations, In the event the Borrower fails to deliver such cash collateral, 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to Borrowerspurposes described in clause (c).

Events of Default and Acceleration. If any of the following events (“Events of Default” "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”"DEFAULTS") shall occur: (a) the Borrowers 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)), 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 its Subsidiaries shall fail to pay any interest on the Loans, any Fees, or other sums due hereunder or under any of the other Loan Documents, within three (3) 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 Borrowers shall fail to pay any interest on the Loans within five (5) days of the date that the same shall become due and payable, any reimbursement obligations with respect to the Letters of Credit or any fees or other sums due hereunder (other than any voluntary prepayment) or under any of the other Loan Documents within ten (10) days after notice from Agent, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Borrowers Borrower shall fail to comply with the covenant any of its covenants contained in §Sections 8.1, the first sentence of 8.4.1, the first sentence of 8.5, 9.1 and such failure shall continue uncured after written notice thereof shall have been given to the Borrowers by the Agent as provided in §3.2- 9.6 or 10; (d) any of the Borrowers Borrower or any of their respective its Subsidiaries shall fail to perform any other term, covenant or agreement contained in §9.2, §9.3, §9.4, §9.5, §9.6, §9.7 or §9.8 and such failure shall continue for the thirty (30) day cure period provided in the preamble to Article 9 after written notice thereof shall have been given to the Borrowers by Agent as provided in the preamble to Article 9; (e) any of the Borrowers 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 §12 (including, without limitation, §12.2 belowSection 13.1) or in the other Loan Documents), and such failure shall continue for thirty (30) days after Borrower receives from Agent written notice thereof, and in of such failure has been given to the case of a default that cannot be cured within such thirty (30) day period despite Borrower’s diligent efforts but is susceptible of being cured within ninety (90) days of Borrower’s receipt of Borrower by the Administrative Agent’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of ninety (90) days from Borrower’s receipt of Lender’s original notice; (fe) any material representation or warranty made by or on behalf of the Borrowers Borrower or any of their respective its Subsidiaries (whether in this Credit Agreement or any of the other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement, any advance of a Loan, the issuance of any Letter of Credit 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; (gf) the Borrower or any of the Borrowers its Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of notice and grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtednessin respect of any Capitalized Leases, in an aggregate principal amount in excess of $5,000,000, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness and in respect of any Capitalized Leases, in an aggregate principal amount in excess of $5,000,000, 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 have accelerated to accelerate the maturity thereof; provided that , or any such holder or holders shall rescind or shall have a right to rescind the events described in §12.1(g) shall not constitute an Event purchase of Default unless any such failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000obligations; (hg) the Borrower or any of the Borrowers or REIT, (i) its Subsidiaries 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 for it of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its assets, (ii) Subsidiaries or shall commence any case or other proceeding relating to it the Borrower or any of 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 (iii) shall take any action to authorize or in furtherance of any of the foregoing; (i) a , or if any such petition or application shall be filed for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrowers or REIT or any substantial part of the assets of any thereof, or a such case or other proceeding shall be commenced against the Borrower or any such Person under of its Subsidiaries and the Borrower or any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case petition or proceeding application shall not have been dismissed within ninety sixty (9060) days following the filing or commencement thereof; (jh) a decree or order is entered appointing a any such trustee, custodian, liquidator or receiver for or adjudicating the Borrower or any of the Borrowers or REIT or adjudicating any such Person, 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 such Person Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (ki) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days one days, whether or more uninsured or unbonded not consecutive, any final judgments judgment against Parent the Borrower or any Subsidiary Borrower of its Subsidiaries that, either individually with other outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries exceeds in the aggregate, exceed aggregate $25,000,0005,000,000; (lj) if any of the Loan Documents shall be canceledcancelled, terminated, revoked or rescinded rescinded, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Required Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of the Borrower or any of the Borrowersits 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 determinationdetermination that, or issue a judgment, order, decree or ruling, ruling to the effect that that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (mk) the Borrower or any dissolutionERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $5,000,000, terminationor 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 $5,000,000, partial or complete liquidation, merger or consolidation of any of the Borrowers shall occur or any sale, transfer or other disposition of the assets of any of the Borrowers shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; (n) following occurs with respect to any a Guaranteed Pension Plan, : (i) an ERISA Reportable Event shall have occurred and Event, or a failure to make a required installment or other payment (within the meaning of Section 302(f)(1) of ERISA), PROVIDED that the Administrative Agent determines in its reasonable discretion that such event reasonably would (A) could be expected to result in liability of the Borrower or any of the Borrowers to pay money its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $25,000,000 5,000,000 and one of the following shall apply with respect to such event: (xB) such event in the circumstances occurring reasonably would be expected to result in could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or 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 (yii) the appointment by a trustee shall have been appointed by the United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ziii) the institution by the PBGC shall have instituted of proceedings to terminate such Guaranteed Pension Plan; (ol) the Borrower or any of its Subsidiaries is obligated to repurchase $5,000,000 or more of receivables of the type described in clause (g) of the definition of "Indebtedness" hereof, whether sold under a purchase facility or otherwise, or a termination event occurs in connection with any such sale or with respect to any such facility; or (m) a Change of Control shall occur; (p) an Event of Default under any of the other Loan Documents shall occur; then, and upon in any such Event of Defaultevent, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrowers Borrower declare all amounts owing with respect to this Credit Agreement, the Notes, the Letters of Credit Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowersBorrower; provided PROVIDED that in the event of any Event of Default specified in §12.1(h), §12.1(iSections 13.1(g) or §12.1(j13.1(h), 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. If demanded by Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default, Borrowers will deposit with 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, In the event the Borrower fails to deliver such cash collateral, upon demand by Administrative 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 Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts pledged or funded hereunder 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 or if there are no outstanding Obligations and 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 Borrowers will be released to BorrowersLender.