Common use of 1Events of Default Clause in Contracts

1Events of Default. Whenever used herein with respect to the Notes, “Event of Default” means any one of the following events which shall have occurred and be continuing: (1) failure for 30 days to pay interest on any of the Notes, including any Additional Amounts in respect thereof, when due; or ​ ​ ​ (2) failure for 15 days to pay principal of or premium, if any, on any of the Notes when due, whether at maturity, upon redemption, by declaration or otherwise, or of any Guarantor to pay any amount payable under its Guarantee when due; or (3) failure to observe or perform any other material covenant contained in this Indenture for 60 days after notice as provided in this Indenture; or (4) any Capital Market Indebtedness of the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary becomes prematurely repayable as a result of a default in respect of the terms thereof, or the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary fails to fulfill any payment obligation in excess of €75,000,000 or the equivalent thereof under any Capital Market Indebtedness or under any guarantees or suretyships given for any Capital Market Indebtedness of others within 30 days from its due date or, in the case of such guarantee or suretyship, within 30 days of such guarantee or suretyship being invoked, unless the Company, the Issuer, FMCH or the relevant Material Subsidiary contests in good faith that such payment obligation exists or is due or that such guarantee or suretyship has been validly invoked or if a security granted therefor is enforced on behalf of or by the creditor(s) entitled thereto; or (5) any Note Guarantee shall cease to be in full force and effect in accordance with its terms for any reason except pursuant to the terms of this Indenture governing the release of Note Guarantees or the satisfaction in full of all the obligations thereunder or shall be declared invalid or unenforceable other than as contemplated by its terms, or any Guarantor shall repudiate, deny or disaffirm any of its obligations thereunder; or (6) the Company, FMCH, the Issuer or any of the Company’s Material Subsidiaries pursuant to or within the meaning of any Bankruptcy Law: (a) commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors or, for any of the reasons set out in Sections 17-19 of the German Insolvency Code (Insolvenzordnung), files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) or the board of directors (Geschäftsführer) is required by law to file for insolvency, a creditor files for the opening of insolvency proceedings and such filing is not frivolous and not dismissed within a period of one month by the competent insolvency court, or the competent court takes any of the actions set out in Section 21 of the German Insolvenzordnung or a competent court institutes insolvency proceedings (Eröffnung des Insolvenzverfahrens) or denies a petition for commencement of insolvency proceeding by reason of insufficient assets, (b) commences a voluntary case, (c) consents to the entry of an order for relief against it in an involuntary case, ​ ​ ​ (d) consents to the appointment of a custodian of it or for all or substantially all of its property, (e) makes a general assignment for the benefit of its creditors, or (f) takes any corporate action to authorize or effect any of the foregoing. A default under clause (3) of this Section 6.1 will not constitute an Event of Default unless the Trustee or Holders of 25% in principal amount of the outstanding Notes notify the Issuer and the Company of such default and such default is not cured within the time specified in clause (3). A default under clause (4) of this Section 6.1 will not constitute an Event of Default under this Indenture unless the Trustee, subject to the limitations set forth in Section 7.2(a), or holders of 25% in principal amount of the outstanding Notes shall have notified the Issuer of such default.

1Events of Default. Whenever used herein with respect to the Notes, An “Event of Default” means shall mean, with respect to a Party (the “Defaulting Party”) that is subject to the Event of Default the occurrence of any of the following: the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within ten (10) Business Days after Notice thereof; any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if the Defaulting Party is unable to remedy such default within such initial thirty (30) days period despite diligently seeking a cure); the failure by such Party to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default set forth in this Section 11.1; and except for failures related to the Adjusted Energy Production that do not trigger the provisions of Section 11.1(b)(iii), the exclusive remedies for which are set forth in Section 4.8) and such failure is not remedied within thirty (30) days after Notice thereof (or such longer additional period, not to exceed an additional ninety (90) days, if the Defaulting Party is unable to remedy such default within such initial thirty (30) days period despite diligently seeking a cure); such Party becomes Bankrupt; such Party assigns this Agreement or any of its rights hereunder other than in compliance with Section 14.2 or 14.3, as appropriate; or such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an agreement reasonably satisfactory to the other Party. with respect to Seller as the Defaulting Party, the occurrence of any of the following: if at any time, Seller delivers or attempts to deliver electric energy to the Delivery Point for sale under this Agreement that was not generated by the Facility; the failure by Seller to achieve Commercial Operation within ninety (90) days following the Guaranteed Commercial Operation Date; if not remedied within ten (10) days after Notice thereof, the failure by Seller to deliver a Remedial Action Plan required under Section 2.4 that demonstrates a reasonable plan for completing the Facility by the Guaranteed Commercial Operation Date; the failure by Seller to achieve the Construction Start Date within one hundred twenty (120) days of the Guaranteed Construction Start Date; Seller sells, assigns, or otherwise transfers, or commits to sell, assign, or otherwise transfer, the Product, or any portion thereof, during the Delivery Term to any party other than Buyer except as expressly permitted under this Agreement; if, in any consecutive six (6) month period, the Adjusted Energy Production amount (calculated in accordance with Exhibit G) for such period is not at least ten percent (10%) of the Expected Energy amount for such period, and Seller fails to either (x) demonstrate to Buyer’s reasonable satisfaction, within ten (10) Business Days after Notice from Buyer, a legitimate reason for the failure to meet the ten percent (10%) minimum; or (y) deliver to Buyer within ten (10) Business Days after Notice from Buyer a plan or report developed by Seller that describes the cause of the failure to meet the ten percent (10%) and the actions that Seller has taken, is taking, or proposes to take in an effort to cure such condition along with the written confirmation of a Licensed Professional Engineer that such plan or report is in accordance with Prudent Industry Practices and capable of cure within a reasonable period of time, not to exceed one hundred eighty (180) days; if, beginning in the second Contract Year, the Adjusted Energy Production amount is not at least fifty percent (50%) of the Expected Energy amount in any Contract Year; if, in any Performance Measurement Period during the Delivery Term, the Adjusted Energy Production amount is not at least sixty-five percent (65%) of the Expected Energy amount; failure by Seller to satisfy the collateral requirements pursuant to Sections 8.7 or 8.8 after Notice and expiration of the cure periods set forth therein, including the failure to replenish the Development Security or Performance Security amount in accordance with this Agreement in the event Buyer draws against either for any reason other than to satisfy a Damage Payment or a Termination Payment; with respect to any Guaranty provided for the benefit of Buyer, the failure by Seller to provide for the benefit of Buyer either (1) cash, (2) a replacement Guaranty from a different Guarantor meeting the criteria set forth in the definition of Guarantor, or (3) a replacement Letter of Credit from an issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events which shall have occurred and be continuing: (1) events: the failure for 30 days to pay interest on any of the Notes, including Guarantor to make any Additional Amounts payment required under any Guaranty; the Guarantor becomes Bankrupt; the Guarantor shall fail to meet the criteria for an acceptable Guarantor as set forth in respect thereof, when duethe definition of Guarantor; or ​ ​ ​ (2) the failure for 15 days to pay principal of or premium, if any, on any of the Notes when due, whether at maturity, upon redemption, by declaration or otherwise, or of any Guarantor to pay any amount payable under its Guarantee when due; or (3) failure to observe or perform any other material covenant contained in this Indenture for 60 days after notice as provided in this Indenture; or (4) any Capital Market Indebtedness of the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary becomes prematurely repayable as a result of a default in respect of the terms thereof, or the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary fails to fulfill any payment obligation in excess of €75,000,000 or the equivalent thereof under any Capital Market Indebtedness or under any guarantees or suretyships given for any Capital Market Indebtedness of others within 30 days from its due date or, in the case of such guarantee or suretyship, within 30 days of such guarantee or suretyship being invoked, unless the Company, the Issuer, FMCH or the relevant Material Subsidiary contests in good faith that such payment obligation exists or is due or that such guarantee or suretyship has been validly invoked or if a security granted therefor is enforced on behalf of or by the creditor(s) entitled thereto; or (5) any Note Guarantee shall cease Guaranty to be in full force and effect (other than in accordance with its terms for any reason except pursuant terms) prior to the terms indefeasible satisfaction of this Indenture governing the release all obligations of Note Guarantees Seller hereunder; or the satisfaction in full of all the obligations thereunder or shall be declared invalid or unenforceable other than as contemplated by its terms, or any Guarantor shall repudiate, deny disaffirm, disclaim, or disaffirm any of its obligations thereunder; or (6) reject, in whole or in part, or challenge the Company, FMCH, the Issuer or any of the Company’s Material Subsidiaries pursuant to or within the meaning validity of any Bankruptcy Law: (a) commences negotiations Guaranty; or with respect to any one or more outstanding Letter of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment Credit provided for the benefit of or a composition with its creditors or, for any of the reasons set out in Sections 17-19 of the German Insolvency Code (Insolvenzordnung), files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) or the board of directors (Geschäftsführer) is required by law to file for insolvency, a creditor files for the opening of insolvency proceedings and such filing Buyer that is not frivolous and not dismissed within a period of one month then required under this Agreement to be canceled or returned, the failure by the competent insolvency court, or the competent court takes any of the actions set out in Section 21 of the German Insolvenzordnung or a competent court institutes insolvency proceedings (Eröffnung des Insolvenzverfahrens) or denies a petition for commencement of insolvency proceeding by reason of insufficient assets, (b) commences a voluntary case, (c) consents Seller to the entry of an order for relief against it in an involuntary case, ​ ​ ​ (d) consents to the appointment of a custodian of it or for all or substantially all of its property, (e) makes a general assignment provide for the benefit of its creditorsBuyer either (1) cash, or or (f2) takes any corporate action to authorize or effect a substitute Letter of Credit from a different issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the foregoing. A default under clause (3) of this Section 6.1 will not constitute an Event of Default unless following events: the Trustee or Holders of 25% in principal amount issuer of the outstanding Notes notify Letter of Credit shall fail to meet the Issuer and definition of Qualified Issuer; the Company issuer of such default and such default is not cured within Letter of Credit becomes Bankrupt; the time specified in clause (3). A default under clause (4) of this Section 6.1 will not constitute an Event of Default under this Indenture unless the Trustee, subject to the limitations set forth in Section 7.2(a), or holders of 25% in principal amount issuer of the outstanding Notes Letter of Credit shall have notified fail to honor a properly documented request to draw on such Letter of Credit; the Issuer issuer of the outstanding Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such defaultLetter of Credit; such Letter of Credit fails or ceases to be in full force and effect at any time; or Seller shall fail to renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and as provided in accordance with this Agreement, and in no event less than thirty (30) days prior to the expiration of the outstanding Letter of Credit.

1Events of Default. Whenever used herein with respect to If any of the Notes, following events (each an “Event of Default” means any one of the following events which ”) shall have occurred and be continuingoccur: (1a) failure for 30 days the Borrowers shall fail to pay interest on any principal of the Notes, including any Additional Amounts Loan or of any reimbursement obligation in respect thereof, of any LC Disbursement when due; or ​ ​ ​ (2) failure for 15 days to pay principal of or premium, if any, on any of and as the Notes when duesame shall become due and payable, whether at maturity, upon redemption, by declaration the due date thereof or at a date fixed for prepayment or otherwise, or of any Guarantor to pay any amount payable under its Guarantee when due; or (b) the Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under clause (a) of this Section 8.1 ) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) failure Business Days; or (c) any representation or warranty made or deemed made by or on behalf of the Borrowers or any Subsidiary in or in connection with this Agreement or any other Loan Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative Agent or the Lenders by any Loan Party or any representative of any Loan Party pursuant to or in connection with this Agreement or any other Loan Document shall prove to be incorrect in any material respect when made or deemed made or submitted; or (d) the Borrowers shall fail to observe or perform any other material covenant or agreement contained in this Indenture for 60 days after notice as provided (i) Sections 5.1, 5.2, or 5.11 (with respect to the Borrowers’ existence) or Articles VI or VII , or (ii) with respect to the Borrowers’ obligation to deliver Borrowing Base Certificates under Section 5.9 , such failure shall remain unremedied (i) one (1) Business Day on more than three occasions during any 30 day period during any period in this Indenturewhich Borrowing Base Certificates are deliverable daily and (ii) three (3) Business Days during a period in which Borrowing Base Certificates are deliverable less frequently; or (4e) any Capital Market Indebtedness of the CompanyLoan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in clauses (a), the Issuer, FMCH (unless the Guarantee of FMCH has been releasedb) and (d) above) or any Material Subsidiary becomes prematurely repayable as a result other Loan Document, and such failure shall remain unremedied for 30 days after the earlier of (i) any Responsible Officer of a default in respect Borrower becomes aware of the terms thereofsuch failure, or (ii) written notice thereof shall have been given to the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) Borrower by an Agent or any Material Subsidiary fails to fulfill any payment obligation in excess of €75,000,000 or the equivalent thereof under any Capital Market Indebtedness or under any guarantees or suretyships given for any Capital Market Indebtedness of others within 30 days from its due date or, in the case of such guarantee or suretyship, within 30 days of such guarantee or suretyship being invoked, unless the Company, the Issuer, FMCH or the relevant Material Subsidiary contests in good faith that such payment obligation exists or is due or that such guarantee or suretyship has been validly invoked or if a security granted therefor is enforced on behalf of or by the creditor(s) entitled theretoLender; or (5f) any Note Guarantee Subordinated Debt Document shall cease to be in full force and effect or the validity or enforceability thereof is disaffirmed by or on behalf of any subordinated lender party thereto, or any Obligations fail to constitute “Senior Indebtedness” for purposes of the applicable Subordinated Debt Document, or all or any part of the Permitted Subordinated Debt is accelerated, declared to be due and payable, or is required to be prepaid or redeemed, in accordance with its terms for each case prior to the stated maturity thereof or the holder of any reason except pursuant to Permitted Subordinated Debt shall breach the terms of this Indenture governing the release of Note Guarantees any subordination agreement with an Agent or the satisfaction in full of all the obligations thereunder or shall be declared invalid or unenforceable other than as contemplated by its terms, or any Guarantor shall repudiate, deny or disaffirm any of its obligations thereunderLenders; or (6g) the CompanyBorrowers or any Subsidiary (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of, FMCHor premium or interest on, any Material Indebtedness that is outstanding, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing or governing such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the Issuer maturity of such Indebtedness; or any of such Indebtedness shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the Company’s Material Subsidiaries pursuant to or within the meaning of any Bankruptcy Law:stated maturity thereof; or (ah) commences negotiations with a Borrower or any one Subsidiary shall (i) commence a voluntary case or more other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of its creditors with a view or any substantial part of its property, (ii) consent to the general readjustment institution of, or rescheduling fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Section 8.1 , (iii) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for a Borrower or any such Subsidiary for a substantial part of its indebtedness or makes assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or a composition with its creditors or, (vi) take any action for the purpose of effecting any of the reasons set out foregoing; or (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in Sections 17-19 respect of the German Insolvency Code (Insolvenzordnung)a Borrower, files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) any Subsidiary or the board of directors (Geschäftsführer) is required by law to file for insolvency, a creditor files for the opening of insolvency proceedings and such filing is not frivolous and not dismissed within a period of one month by the competent insolvency courtits debts, or the competent court takes any substantial part of the actions set out its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in Section 21 of the German Insolvenzordnung effect or a competent court institutes insolvency proceedings (Eröffnung des Insolvenzverfahrensii) or denies a petition for commencement of insolvency proceeding by reason of insufficient assets, (b) commences a voluntary case, (c) consents to the entry of an order for relief against it in an involuntary case, ​ ​ ​ (d) consents to the appointment of a custodian of it custodian, trustee, receiver, liquidator or other similar official for all a Borrower or substantially all any Subsidiary for a substantial part of its property, (e) makes assets, and in any such case, such proceeding or petition shall remain undismissed for a general assignment for period of 60 days or an order or decree approving or ordering any of the benefit of its creditors, foregoing shall be entered; or (fj) takes a Borrower or any corporate action Subsidiary shall become unable to authorize pay, shall admit in writing its inability to pay, or effect shall fail to pay, its debts as they become due; or (k) an ERISA Event shall have occurred that, when taken together with other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; or (l) any judgment or order for the payment of money in excess of $2,000,000 in the foregoing. A default under aggregate, which shall be rendered against a Borrower or any Subsidiary, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (m) any non-monetary judgment or order shall be rendered against a Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (n) a Change in Control shall occur or exist; or (o) any Loan Document shall for any reason cease to be valid and binding on, or enforceable against, any Loan Party that is a party thereto, or any Loan Party shall so state in writing, or any Loan Party shall seek to terminate a Loan Document; then, and in every such event (other than an event with respect to the Borrowers described in clause (3h) or (i) of this Section 6.1 will not constitute 8.1) and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrowers, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitment of each Lender shall terminate immediately, (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations owing hereunder, to be, whereupon the same shall become, due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, (iii) exercise all remedies contained in any other Loan Document, and (iv) exercise any other remedies available at law or in equity; and that, if an Event of Default unless specified in either clause (h) or (i) shall occur, the Trustee or Holders of 25% in Commitments shall automatically terminate and the principal amount of the outstanding Notes notify Loans then outstanding, together with accrued interest thereon, and all fees, and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer and the Company of such default and such default is not cured within the time specified in clause (3). A default under clause (4) of this Section 6.1 will not constitute an Event of Default under this Indenture unless the Trustee, subject to the limitations set forth in Section 7.2(a), or holders of 25% in principal amount of the outstanding Notes shall have notified the Issuer of such defaultBorrowers.

1Events of Default. Whenever used herein with respect to the Notes, “Event of Default” means any one Any of the following events which from and after the Closing Date shall have occurred and be continuingconstitute an event of default: (1a) failure for 30 days The Borrower shall fail to pay any principal of any Term Loan when due in accordance with the terms hereof (whether at stated maturity, by mandatory prepayment or otherwise); or the Borrower shall fail to pay any interest on any of the Notes, including any Additional Amounts in respect thereof, when due; or ​ ​ ​ (2) failure for 15 days to pay principal of or premium, if any, on any of the Notes when due, whether at maturity, upon redemption, by declaration or otherwiseTerm Loan, or of any Guarantor to pay any other amount payable under its Guarantee when duehereunder, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or (3b) failure to observe Any representation or perform warranty made or deemed made by any Loan Party herein or in any other material covenant Loan Document (or in any amendment, modification or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Indenture for 60 days after notice Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as provided in this Indentureof the date made or deemed made; or (4c) Any Loan Party shall default in the payment, observance or performance of any Capital Market Indebtedness term, covenant or agreement contained in Section 8; or (d) Any Loan Party shall default in the observance or performance of the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) any other agreement contained in this Agreement or any Material Subsidiary becomes prematurely repayable other Loan Document (other than as provided in clauses (a) through (c) of this Section 9.1), such default shall continue unremedied for a result period of a default in respect of the terms thereof, or the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary fails to fulfill any payment obligation in excess of €75,000,000 or the equivalent thereof under any Capital Market Indebtedness or under any guarantees or suretyships given for any Capital Market Indebtedness of others within 30 days from its due date ordays, in the case of such guarantee a default with respect to reporting obligations under Subsection 7.1, after notice thereof from the Administrative Agent or suretyshipthe Required Lenders and in the case of any other default, within 30 days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such guarantee or suretyship being invoked, unless failure and (B) the Company, date on which written notice thereof shall have been given to the Issuer, FMCH Borrower by the Administrative Agent or the relevant Material Subsidiary contests in good faith that such payment obligation exists or is due or that such guarantee or suretyship has been validly invoked or if a security granted therefor is enforced on behalf of or by the creditor(s) entitled theretoRequired Lenders; or (5e) Any Loan Party or any of its Restricted Subsidiaries shall (i) default in (x) any Note payment of principal of or interest on any Indebtedness (excluding the Term Loans) in excess of the Threshold Amount or (y) in the payment of any Guarantee Obligation in excess of the Threshold Amount, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created; (ii) default in the observance or performance of any other 10023685561003003016v52 #8894688589588927v75 agreement or condition relating to any Indebtedness (excluding the Term Loans) or Guarantee Obligation referred to in clause (i) above or contained in any instrument or agreement evidencing, securing or relating thereto (other than a failure to provide notice of a default or an event of default under such instrument or agreement or default in the observance of or compliance with any financial maintenance covenant), or any other event shall cease occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice or lapse of time if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable (an “Acceleration”; and the term “Accelerated” shall have a correlative meaning), and such time shall have lapsed and, if any notice (a “Default Notice”) shall be in full force required to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given and effect in accordance with its terms for such default shall not have been remedied or waived by or on behalf of such holder or holders (provided that this clause (ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder or (y) any reason except termination event or similar event pursuant to the terms of this Indenture governing any Hedge Agreement) or (iii) in the release case of Note Guarantees any Indebtedness or the satisfaction Guarantee Obligations referred to in full of all the obligations thereunder clause (i) above containing or otherwise requiring observance or compliance with any financial maintenance covenant, such Indebtedness or Guarantee Obligation shall be declared invalid or unenforceable other than as contemplated by its terms, or any Guarantor have been Accelerated and such Acceleration shall repudiate, deny or disaffirm any of its obligations thereundernot have been rescinded; or (6f) If (i) the Company, FMCH, the Issuer Borrower or any Material Subsidiary of the Company’s Material Subsidiaries pursuant to Borrower shall commence any case, proceeding or within the meaning other action (A) under any existing or future law of any Bankruptcy Law: (a) commences negotiations with any one jurisdiction, domestic or more of its creditors with a view foreign, relating to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors orbankruptcy, for any of the reasons set out in Sections 17-19 of the German Insolvency Code (Insolvenzordnung), files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) or the board of directors (Geschäftsführer) is required by law to file for insolvency, a creditor files for the opening reorganization or relief of insolvency proceedings and such filing is not frivolous and not dismissed within a period of one month by the competent insolvency courtdebtors, or the competent court takes any of the actions set out in Section 21 of the German Insolvenzordnung or a competent court institutes insolvency proceedings (Eröffnung des Insolvenzverfahrens) or denies a petition for commencement of insolvency proceeding by reason of insufficient assets, (b) commences a voluntary case, (c) consents seeking to the entry of have an order for relief against entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts (excluding, in an involuntary each case, ​ ​ ​ the solvent liquidation or reorganization of any Foreign Subsidiary of the Borrower that is not a Loan Party), or (dB) consents to the seeking appointment of a custodian of receiver, interim receiver, receivers, receiver and manager, trustee, custodian, conservator or other similar official for it or for all or substantially all any substantial part of its property, (e) makes assets, or the Borrower or any Material Subsidiary of the Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any Material Subsidiary of the Borrower any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any Material Subsidiary of the Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any Material Subsidiary of the Borrower shall take any corporate or other 10023685561003003016v52 #8894688589588927v75 similar organizational action in furtherance 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 or any Material Subsidiary of the Borrower shall be generally unable to, or shall admit in writing its general inability to, pay its debts as they become due; or (fi) takes An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect, (ii) the Borrower or any corporate action ERISA Affiliate fails to authorize pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect or effect (iii) a Foreign Benefit Event occurs which, either individually or together with other Foreign Benefit Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; or (h) One or more judgments or decrees shall be entered against the Borrower or any of its Restricted Subsidiaries involving in the aggregate at any time a liability (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) of the Threshold Amount or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (i) with respect to any Collateral, individually, having a fair market value in excess of the Threshold Amount, any of the foregoing. A default Security Documents ceases to be in full force and effect, or any of the Security Documents ceases to give the Lenders the Liens purported to be created thereby, or any of the Security Documents is declared null and void or the Borrower or any Guarantor denies in writing that it has any further liability under clause any Security Document (3) in each case other than in accordance with the terms of this Agreement or any of the Security Documents), except to the extent that any loss of perfection or priority results from the failure of the Collateral Agent (or any other collateral agent for any Indebtedness secured by a Lien) to maintain possession of certificates actually delivered to it representing securities, promissory notes or other instruments pledged under the Security Documents, or otherwise results from the gross negligence or willful misconduct of the Administrative Agent or the Collateral Agent (or any other collateral agent for any Indebtedness secured by a Lien) and except, as to Collateral consisting of real property, to the extent that such failure is covered by a lender’s title insurance policy and the Collateral Agent is reasonably satisfied with the credit of such insurer; provided, that if a failure of the sort described in this Section 6.1 will not constitute an 9.1(i) is susceptible of cure (including with respect to any loss of Lien priority on material portions of the Collateral), no Event of Default unless the Trustee or Holders of 25% in principal amount of the outstanding Notes notify the Issuer and the Company shall arise under this Section 9.1(i) with respect thereto until 30 days after a Responsible Officer becomes aware of such default and such default is not cured within the time specified in clause failure; or 10023685561003003016v52 #8894688589588927v75 (3). A default under clause (4j) of this Section 6.1 will not constitute an Event of Default under this Indenture unless the Trustee, subject Subject to the limitations set forth in Borrower’s option to make an offer to prepay the Term Loans pursuant to Section 7.2(a)8.8, or holders a Change of 25% in principal amount of the outstanding Notes Control shall have notified the Issuer of such defaultoccurred.

1Events of Default. Whenever used herein with respect to 5.1. 1The occurrence of any one or more of the Notes, following events shall constitute a material default and breach of this Lease by Tenant (“Event of Default” means ”): (a) vacation or abandonment of all or any one portion of the following events which Premises; (b) failure by Tenant to make any payment of Base Rent, Additional Rent or any other sum payable by Tenant under this Lease within five (5) days after written notice that such payment was not paid when due, provided, however, Landlord need not give any such notice nore than once in any twelve (12) month period, and any further failure-by Tenant within any such twelve (12) month period to make any payment of Base Rent, Additional Rent or any other sum payable by Tenant under this Lease within five (5) days after its due date shall have occurred and be continuing:constitute an immediate Event of Default without any notice from Landlord; (c) failure by Tenant to observe or perform any covenant or condition of this Lease, other than the making of payments, where such failure shall continue for a period of ten (10) Business Days after written notice from Landlord; (d) the failure of Tenant to surrender possession of the Premises at the expiration or earlier termination of this Lease in the condition required by this Lease; (1) failure the making by Tenant of any general assignment or general arrangement for 30 days to pay interest on any the benefit of the Notes, including any Additional Amounts in respect thereof, when duecreditors; or ​ ​ ​ (2) failure for 15 days the filing by or against Tenant of a petition in bankruptcy, including reorganization ​ ​ or arrangement, unless, in the case of a petition filed against Tenant, unless the same is dismissed within twenty (20) Business Days; (3) the appointment of a trustee or receiver to pay principal take possession of or premium, if any, on any substantially all of Tenant’s assets located in the Notes when due, whether at maturity, upon redemption, by declaration or otherwise, Premises or of Tenant’s interest in this Lease; (4) any Guarantor execution, levy, attachment or other process of law against any property of Tenant or Tenant’s interest in this Lease, unless the same is dismissed within twenty (20) Business Days; (5) adjudication that Tenant is bankrupt; (6) the making by Tenant of a transfer in fraud of creditors; or (7) the failure of Tenant to generally pay any amount payable under its Guarantee when debts as they become due; or (3f) failure any information furnished by or on behalf of Tenant to observe Landlord in connection with the entry of this Lease is determined to have been materially false, misleading or perform any other material covenant contained in this Indenture for 60 days after notice as provided in this Indentureincomplete when made; or (4g) any Capital Market Indebtedness a failure of the Company, Tenant to deliver the Issuer, FMCH Letter of Credit within seven (unless 7) calendar days of the Guarantee Effective Date. 5.1. 2Tenant shall notify Landlord promptly of FMCH has been released) any Event of Default or any Material Subsidiary becomes prematurely repayable as a result facts, conditions or events which, with the giving of a default in respect notice or passage of the terms thereoftime or both, or the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary fails to fulfill any payment obligation in excess of €75,000,000 or the equivalent thereof under any Capital Market Indebtedness or under any guarantees or suretyships given for any Capital Market Indebtedness of others within 30 days from its due date or, in the case of such guarantee or suretyship, within 30 days of such guarantee or suretyship being invoked, unless the Company, the Issuer, FMCH or the relevant Material Subsidiary contests in good faith that such payment obligation exists or is due or that such guarantee or suretyship has been validly invoked or if a security granted therefor is enforced on behalf of or by the creditor(s) entitled thereto; or (5) any Note Guarantee shall cease to be in full force and effect in accordance with its terms for any reason except pursuant to the terms of this Indenture governing the release of Note Guarantees or the satisfaction in full of all the obligations thereunder or shall be declared invalid or unenforceable other than as contemplated by its terms, or any Guarantor shall repudiate, deny or disaffirm any of its obligations thereunder; or (6) the Company, FMCH, the Issuer or any of the Company’s Material Subsidiaries pursuant to or within the meaning of any Bankruptcy Law: (a) commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors or, for any of the reasons set out in Sections 17-19 of the German Insolvency Code (Insolvenzordnung), files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) or the board of directors (Geschäftsführer) is required by law to file for insolvency, a creditor files for the opening of insolvency proceedings and such filing is not frivolous and not dismissed within a period of one month by the competent insolvency court, or the competent court takes any of the actions set out in Section 21 of the German Insolvenzordnung or a competent court institutes insolvency proceedings (Eröffnung des Insolvenzverfahrens) or denies a petition for commencement of insolvency proceeding by reason of insufficient assets, (b) commences a voluntary case, (c) consents to the entry of an order for relief against it in an involuntary case, ​ ​ ​ (d) consents to the appointment of a custodian of it or for all or substantially all of its property, (e) makes a general assignment for the benefit of its creditors, or (f) takes any corporate action to authorize or effect any of the foregoing. A default under clause (3) of this Section 6.1 will not would constitute an Event of Default unless Default. 5.1. 3If a petition in bankruptcy is filed by or against Tenant, and if this Lease is treated as an “unexpired lease” under applicable bankruptcy law in such proceeding, then Tenant agrees that Tenant shall not attempt nor cause any trustee to attempt to extend the Trustee applicable time period within which this Lease must be assumed or Holders of 25% in principal amount of the outstanding Notes notify the Issuer and the Company of such default and such default is not cured within the time specified in clause (3). A default under clause (4) of this Section 6.1 will not constitute an Event of Default under this Indenture unless the Trustee, subject to the limitations set forth in Section 7.2(a), or holders of 25% in principal amount of the outstanding Notes shall have notified the Issuer of such defaultrejected.

1Events of Default. Whenever used herein with respect to (a) Notwithstanding any other provision of this Agreement, the Notes, occurrence of any of the following shall constitute an “Event of Default” means any one of the following events which shall have occurred and be continuing”: (i) Any Transaction Party fails to make payment when due (A) under Article 8, Article 17, or Section 15.7 of this Agreement, Article 9 of the Supply and Offtake Agreement, Section 7 of the Financing Agreement, or any Company Purchase Agreement, within one (1) failure for 30 days Business Day after a written demand therefor (it being understood and agreed that any invoice issued by Xxxx in accordance with the terms hereof shall constitute such written demand) or (B) under any other provision hereof or of any other Transaction Document within three (3) Business Days after the date when due (provided that, notwithstanding the foregoing, a Default under clause (i)(A) or (i)(B) above shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to pay interest on any of enable the Notes, including any Additional Amounts in respect thereof, Transaction Party to make the payment when due; and (iii) the payment is made within one (1) Business Day of such Transaction Party’s receipt of written notice of its failure to pay); or (ii) Other than a default described in Section 16.1(a)(i), 16.1(a)(iii), or 16.1(a)(x), any Transaction Party (or, if applicable, any Affiliate of such Transaction Party that is party to a Transaction Document) fails to perform any material obligation or covenant under this Agreement or any other Transaction Document, which is not cured to the reasonable satisfaction of Xxxx (in its reasonable discretion) within fifteen (15) days after the date that such Transaction Party receives written notice that such obligation or covenant has not been performed; or (iii) Any Transaction Party (or, if applicable, any Affiliate of such Transaction Party that is party to a Transaction Document) breaches any material representation or material warranty made or repeated or deemed to have been made or repeated by such Transaction Party, or any such representation or warranty proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated under any Transaction Document; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of Xxxx within fifteen (15) days after the date that such Party receives notice that corrective action is needed; or 4161-8074-0173.23 ​ ​ ​ (2iv) failure for 15 days Any Company Entity becomes Bankrupt or otherwise subject to pay principal of any Insolvency or premium, if any, on Liquidation Proceeding; or (v) Any Company Entity or any of its Restricted Subsidiaries (A) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or any early termination of, such Specified Transaction in an amount in excess of $500,000, (B) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the Notes when duelast payment, whether delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at maturityleast three (3) Business Days if there is no applicable notice requirement or grace period), upon redemptionin each case in an amount (I) in excess of $500,000 and such amount is not paid in full within one (1) Business Day or (II) less than or equal to $500,000 and such amount is not paid in full within ten (10) Business Days or (C) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by declaration any person or entity appointed or empowered to operate it or act on its behalf); or any Company Entity or any Restricted Subsidiary of such Company Entity that is party to any credit support document provided pursuant hereto or in connection herewith, disaffirms, disclaims, repudiates or rejects, in whole or in part, such credit support document or its obligaitons thereunder; or (vi) An ISDA Master Agreement Termination Event occurs with respect to any Company Entity or any of its Restricted Subsidiaries which results in (A) a payment obligation of such Company Entity or such Restricted Subsidiary in excess of $500,000 and such amount is not paid in full within one (1) Business Day or (B) a payment obligation of such Company Entity or such Restricted Subsidiaries that is less than or equal to $500,000 and such amount is not paid in full within ten (10) Business Days; or (vii) A Change of Control occurs; or (viii) one or more judgments shall be entered against any Company Entity or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed by reason of a pending appeal or otherwise, or such judgment shall not have been satisfied, vacated or bonded pending appeal, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of any Guarantor Transaction Party to pay enforce any such judgment and such judgment either (i) is for the payment of money in an aggregate amount payable in excess of $50,000,000 or (ii) is for injunctive or other non-monetary relief and would reasonably be expected to result in a Material Adverse Effect or (ix) Any Company Entity (A) fails to perform or comply with, in any material respect, its obligations (after giving effect to any grace periods applicable thereto) under or maintain, under its Guarantee when dueterms, any Material Contract (other than a Specified Material Contract), and (B) fails to perform or comply with, in any material respect, its obligations (after giving effect to any grace periods applicable thereto) under any Specified Material Contract and, within five (5) Business Days thereof, has not consummated a Material Contract Cure Event; or (3x) Any Company Entity fails to perform or observe any term, covenant or agreement contained in any of Section 7.1 of the Financing Agreement, Section 15.1(f), Section 15.2(c)(i), Section 15.3(a)(i), Section 15.3(a)(ii), Section 15.3(b)(iii) and such failure continutes for fifteen (15) days, Section 15.3 (other than Section 15.3(c)(i)) and 4161-8074-0173.23 ​ ​ ​ such failure continues for a period of thirty (30) days, Section 15.3(c)(i), Section 15.3(e) (with respect only to the existence or good standing of any Company Entity or its Restricted Subsidairy in its jurisdiction of organization), Section 15.3(g) (A) as such Section relates to insurance with respect to Collateral or (B) as such Section relates to insurance with respect to Property other than Collateral and such failure continues for five (5) days, Section 15.3(j)(ii) or (iii) (A) if another Event of Default exists at the time of such failure or (B) if no other Event of Default exists at the time of such failure, and such failure continues for ten (10) days, Section 15.3(k), Section 15.3(s), Section 15.4, Section 15.5, Section 15.6, Section 15.7, Article 18, or any provision of the MLP Parent Guaranty; or (i) Any Company Entity or Restricted Subsidiary (A) fails to make any payment when due after giving effect to any applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $50,000,000, or (B) fails to observe or perform any other material covenant agreement or condition relating to any such Indebtedness or Guarantee or contained in this any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract (other than any Swap Contract described in clauses (v) or (vi) above) an early termination date (as used or defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Company Entity or a Restricted Subsidiary is the defaulting party (as used or defined in such Swap Contract) or (B) any termination event (as so used or defined) under such Swap Contract as to which any Company Entity or any Restricted Subsidiary is an affected party (as so used or defined) and, in either event, the Swap Termination Value owed by such Company Entity or such Subsidiary as a result thereof is (in the aggregate and together with the Swap Termination Value owed, if any, by all other Company Entities or Restricted Subsidiaries) greater than $50,000,000; or (iii) there occurs an event of default as such term is used or defined in any Senior Notes Indenture for 60 days after notice as provided in this or the Senior Secured Notes Indenture; or (4xii) any Capital Market Indebtedness The occurrence of the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) one or any Material Subsidiary becomes prematurely repayable as a result of a default in respect of the terms thereofmore ERISA Events that have had, or the Companycould reasonably be expected to result in liability which would reasonably be expected to have, the Issuer, FMCH (unless the Guarantee of FMCH has been released) individually or any Material Subsidiary fails to fulfill any payment obligation in excess of €75,000,000 or the equivalent thereof under any Capital Market Indebtedness or under any guarantees or suretyships given for any Capital Market Indebtedness of others within 30 days from its due date or, in the case of such guarantee or suretyshipaggregate, within 30 days of such guarantee or suretyship being invoked, unless the Company, the Issuer, FMCH or the relevant a Material Subsidiary contests in good faith that such payment obligation exists or is due or that such guarantee or suretyship has been validly invoked or if a security granted therefor is enforced on behalf of or by the creditor(s) entitled theretoAdverse Effect; or (5xiii) The Company or Calumet Refining, as applicable, Disposes of any (A) material portion of the Refinery, any Refinery and Terminal Assets or any Storage Facilities or (B) any Note Guarantee Included Locations. (b) Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall cease constitute an “Xxxx EoD”: (i) Xxxx fails to be make payment when due (A) under Article 8 or Article 17 of this Agreement within one (1) Business Day after the written demand therefor or (B) under 4161-8074-0173.23 ​ ​ ​ any other provision hereof or of any other Transaction Document within three (3) Business Days after the date when due (provided that, notwithstanding the foregoing, a Default under clause (i)(A) or (i)(B) above shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable Xxxx to make the payment when due; and (iii) the payment is made within one (1) Business Day of Xxxx’x receipt of written notice of its failure to pay); or (ii) Other than a default described in full force and effect in accordance with Section 16.1(b)(i) or 16.1(b)(iii), Xxxx fails to perform any of its terms for material obligations or covenants under this Agreement or any reason except pursuant other Transaction Document, which is not cured to the terms reasonable satisfaction the Company (in its reasonable discretion) within fifteen (15) days after the date that Xxxx receives written notice that such obligation or covenant has not been performed; or (iii) Xxxx (or, if applicable, any Affiliate of this Indenture governing the release of Note Guarantees Xxxx that is party to a Transaction Document) breaches any material representation or the satisfaction in full of all the obligations thereunder material warranty made or shall be declared invalid repeated or unenforceable other than as contemplated deemed to have been made or repeated by its termssuch Person, or any Guarantor shall repudiatesuch representation or warranty proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated under any Transaction Document; provided, deny however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the Transaction Parties within fifteen (15) days after the date that Xxxx receives notice that corrective action is needed; or (iv) Xxxx becomes Bankrupt or disaffirm otherwise subject to any Insolvency or Liquidation Proceeding; or (v) Xxxx (A) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or any early termination of, that Specified Transaction, (B) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three (3) Business Days if there is no applicable notice requirement or grace period) or (C) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); or Xxxx or any Affiliate of Xxxx that is a party to any credit support document provided pursuant hereto or in connection herewith disaffirms, disclaims, repudiates or rejects, in whole or in part, such credit support document or its obligations thereunder; or (6vi) the Company, FMCH, the Issuer or any of the Company’s Material Subsidiaries pursuant An ISDA Master Agreement Termination Event occurs with respect to or within the meaning of any Bankruptcy Law: (a) commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors or, for any of the reasons set out in Sections 17-19 of the German Insolvency Code (Insolvenzordnung), files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) or the board of directors (Geschäftsführer) is required by law to file for insolvency, a creditor files for the opening of insolvency proceedings and such filing is not frivolous and not dismissed within a period of one month by the competent insolvency court, or the competent court takes any of the actions set out in Section 21 of the German Insolvenzordnung or a competent court institutes insolvency proceedings (Eröffnung des Insolvenzverfahrens) or denies a petition for commencement of insolvency proceeding by reason of insufficient assets, (b) commences a voluntary case, (c) consents to the entry of an order for relief against it in an involuntary case, ​ ​ ​ (d) consents to the appointment of a custodian of it or for all or substantially all of its property, (e) makes a general assignment for the benefit of its creditors, or (f) takes any corporate action to authorize or effect any of the foregoing. A default under clause (3) of this Section 6.1 will not constitute an Event of Default unless the Trustee or Holders of 25% in principal amount of the outstanding Notes notify the Issuer and the Company of such default and such default is not cured within the time specified in clause (3). A default under clause (4) of this Section 6.1 will not constitute an Event of Default under this Indenture unless the Trustee, subject to the limitations set forth in Section 7.2(a), or holders of 25% in principal amount of the outstanding Notes shall have notified the Issuer of such defaultXxxx.

1Events of Default. Whenever used herein with respect to The occurrence of any one or more of the Notes, following shall constitute an “Event of Default” means any one of the following events which shall have occurred and be continuing”: (1a) failure for 30 days to pay interest on any of the Notes, including any Additional Amounts in respect thereof, when due; or ​ ​ ​ (2) failure for 15 days to pay principal of or premium, if any, on any of the Notes when due, whether at maturity, upon redemption, by declaration or otherwise, or of any Guarantor Borrower shall fail to pay any amount payable under its Guarantee on the Obligations or provided for in any Loan Document within five (5) days of when due; ordue (in all cases, whether on any payment date, at maturity, by reason of acceleration, by required prepayment or otherwise); (3b) failure any representation, statement or warranty made or deemed made by Borrower in any Loan Document or in any other certificate, document, report or opinion delivered in conjunction with any Loan Document to which it is a party, shall not be true and correct in all material respects or shall have been false or misleading in any material respect on the date when made or deemed to have been made (except to the extent already qualified by materiality, in which case it shall be true and correct in all respects in light of the existing materiality qualification and shall not be false or misleading in any respect) except those made as of a specific date or which relate to an earlier period; (c) Borrower shall be in violation, breach or default of, or shall fail to perform, observe or perform comply with any other material covenant contained covenant, obligation or agreement set forth in this Indenture for 60 days after notice as provided in this Indenture; or Agreement, provided, that such occurrence shall not be deemed an Event of Default (4) any Capital Market Indebtedness of the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary becomes prematurely repayable as a result of a default in respect of the terms thereof, or the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary fails to fulfill any payment obligation in excess of €75,000,000 or the equivalent thereof under any Capital Market Indebtedness or under any guarantees or suretyships given for any Capital Market Indebtedness of others within 30 days from its due date or, except in the case of such guarantee a violation, breach or suretyshipdefault of, or failure to perform, observe or comply with, any covenant listed in Article VII) if within 30 thirty (30) days of such guarantee occurrence, Borrower resolves or suretyship cures such occurrence; provided, that if such failure cannot reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for so long as it shall require Borrower in the exercise of due diligence to cure such failure, it being invoked, unless the Company, the Issuer, FMCH or the relevant Material Subsidiary contests agreed that no such extension shall be for a period in good faith that such payment obligation exists or is due or that such guarantee or suretyship has been validly invoked or if excess of fifteen (15) days for a security granted therefor is enforced on behalf total cure period of or by the creditor(sforty-five (45) entitled thereto; ordays; (5d) Borrower or its Affiliate shall be in violation, breach or default of, or shall fail to perform, observe or comply with any covenant, obligation or agreement set forth in any Loan Document other than this Agreement and such violation, breach, default or failure shall not be cured within the applicable period set forth in the applicable Loan Document; (i) any Note Guarantee shall cease of the Loan Documents ceases to be in full force and effect (other than in accordance with its terms for terms), or (ii) any reason except pursuant Lien created thereunder ceases to constitute a valid first priority (other than with respect to property or assets covered by Permitted Liens) perfected Lien on the Collateral in accordance with the terms of this Indenture governing the release of Note Guarantees or the satisfaction in full of all the obligations thereunder or shall be declared invalid or unenforceable other than as contemplated by its termsthereof, or any Guarantor shall repudiate, deny or disaffirm any of its obligations thereunder; or Agent and Lenders cease to have a valid perfected first priority security interest in (6subject to Permitted Liens) the Company, FMCH, the Issuer or any of the Company’s Material Subsidiaries pursuant Collateral or any securities pledged to or within the meaning of any Bankruptcy Law: (a) commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment Agent, for the benefit of itself and the other Lenders, pursuant to the Security Documents; (f) one or a composition with its creditors or, for any more judgments or decrees is rendered against Borrower in an amount in excess of $250,000 individually or $1,000,000 in the reasons set out in Sections 17-19 aggregate (excluding judgments to the extent covered by insurance of the German Insolvency Code (Insolvenzordnungsuch Person), files for insolvency which is/are not satisfied, appealed, stayed (Antrag auf Eröffnung eines Insolvenzverfahrensthrough appeal or otherwise), transferred to bond, vacated or discharged of record within thirty (30) calendar days of being filing; (g) any event of default shall occur under any other existing or the board of directors (Geschäftsführer) is required by law to file for insolvency, a creditor files for the opening of insolvency proceedings future agreement between Borrower and Agent and/or any Lender and such filing default is not frivolous and not dismissed cured within a any applicable notice or grace period of one month by the competent insolvency courtor waived; (h) [Reserved.]; (i) Borrower shall (i) be unable to pay its debts generally as they become due, or the competent court takes any of the actions set out in Section 21 of the German Insolvenzordnung or a competent court institutes insolvency proceedings (Eröffnung des Insolvenzverfahrensii) or denies file a petition for commencement of under any insolvency proceeding by reason of insufficient assets, statute, (biii) commences a voluntary case, (c) consents to the entry of an order for relief against it in an involuntary case, ​ ​ ​ (d) consents to the appointment of a custodian of it or for all or substantially all of its property, (e) makes make a general assignment for the benefit of its creditors, (iv) commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property or shall otherwise be dissolved or liquidated, or (v) file a petition seeking reorganization or liquidation or similar relief under any Debtor Relief Law or any other Applicable Law; (i) a court of competent jurisdiction shall (A) enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of Borrower or the whole or any substantial part of Borrower’s properties, which shall continue un-stayed and in effect for a period of sixty (60) calendar days, (B) shall approve a petition filed against Borrower seeking reorganization, liquidation or similar relief under any Debtor Relief Law or any other Applicable Law, which is not dismissed within sixty (60) calendar days or, (C) under the provisions of any Debtor Relief Law or other Applicable Law, assume custody or control of Borrower or of the whole or any substantial part of Borrower’s properties, which is not irrevocably relinquished within sixty (60) calendar days, or (ii) there is commenced against Borrower any proceeding or petition seeking reorganization, liquidation or similar relief under any Debtor Relief Law or any other Applicable Law (A) which is not unconditionally dismissed within sixty (60) calendar days after the date of commencement, or (B) with respect to which Borrower takes any action to indicate its approval of or consent; (k) any Material Adverse Effect or Material Adverse Change occurs, (l) Borrower or its Affiliates shall surrender or shall be deprived, for any reason, of the full right, privilege and franchise to carry on its timeshare business, to own and/or operate the Resorts or to sell Vacation Ownership Interests or to generate Receivables; 76 (m) Borrower shall dissolve, consolidate or cease its day-to-day timeshare business operations, or shall liquidate or commence any proceedings to be liquidated, or shall, without the prior written consent of Agent, make any transfer of substantially all of its assets; (n) damage to, or loss, theft or destruction of, any material portion of a single Primary Resort or Secondary Resort occurs that is not fully covered by insurance and exceeds $1,000,000 in the aggregate in connection with any single occurrence of any such damage, loss, theft or destruction, subject to reasonable deductibles and is not otherwise repaired or replaced; (o) the indictment of Borrower under any criminal statute, or the commencement of criminal or civil proceedings against Borrower pursuant to which statute or proceedings the penalties or remedies available include forfeiture of any Collateral or other material property of Borrower, or Borrower engages or participates in any “check kiting” activity regardless of whether a criminal investigation has been commenced; or (fp) takes the issuance of any corporate action process for levy, attachment or garnishment or execution upon or prior to authorize or effect any judgment against any of the foregoingCollateral which is/are not satisfied, appealed, stayed, transferred to bond, vacated, dismissed or discharged within thirty (30) calendar days of such issuance taking effect. A default under clause In any such event, notwithstanding any other provision of any Loan Document, Agent may (3and at the request of Requisite Lenders, shall), by notice to Borrower (i) terminate the Revolving Credit Period and any other obligations of this Section 6.1 will not constitute an Event Agent or Lenders hereunder, whereupon the same shall immediately terminate, (ii) substitute immediately Agent or any other third party servicer acceptable to Agent, in its sole discretion, for Borrower and/or Servicer in their respective servicing roles and functions as contemplated by the Loan Documents and any fees, costs and expenses of, for or payable to such other third party servicer acceptable to Agent, subject to such party being a Qualified Servicing Agent, shall be at Borrower’s sole cost and expense, (iii) with respect to the Collateral, (A) terminate the Servicing Agreement and service the Collateral or hire a third party acceptable to Agent, subject to such party being a Qualified Servicing Agent, to service the Collateral, including the right to institute collection, foreclosure and other enforcement actions against the Collateral; (B) enter into modification agreements and make extension agreements with respect to payments and other performances including with respect to the Pledged Receivables; (C) release Obligors and other Persons liable for performance upon payment in full of Default unless the Trustee their obligations or Holders of 25% full performance as applicable; (D) settle and compromise disputes with respect to payments and performances claimed due, all without notice to Borrower, and all in principal amount Agent’s sole discretion and without relieving Borrower from performance of the outstanding Notes notify obligations hereunder; (E) receive, collect, open and read all mail of Borrower or Servicer reasonably believed to be related to the Issuer Collateral for the purpose of obtaining all items pertaining to the Collateral and any collateral described in any Loan Document; (F) collect all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable by or on behalf of any Obligor pursuant to any Receivable, the Company related Timeshare Documents, or any other related documents or instruments directly from such Obligor; and (G) apply all amounts in or subsequently deposited (other than misdirected deposits) as determined by Agent in its sole discretion in the Lockbox Account to the payment of such default the unpaid Obligations or otherwise as Agent in its sole discretion shall determine; and such default is not cured within (iv) declare all or any of the time specified Loan and/or Notes, all interest thereon and all other Obligations to be due and payable immediately (except in clause (3). A default under clause (4) the case of this Section 6.1 will not constitute 77 an Event of Default under this Indenture unless the Trustee, subject to the limitations set forth Section 8.1(i) or (j) in Section 7.2(a), or holders of 25% in principal amount which event all of the outstanding Notes foregoing shall have notified the Issuer automatically and without further act by Agent or Lenders be due and payable and Agent’s or Lenders’ obligations hereunder shall terminate, in each case without presentment, demand, protest or further notice of such defaultany kind, all of which are hereby expressly waived by Borrower).

1Events of Default. Whenever used herein with respect to Each of the Notes, “following shall constitute an "Event of Default” means any one of the following events which " hereunder and shall have occurred entitle Lessor to exercise its remedies hereunder and be continuing: (1) failure for 30 days to pay interest on under any of the Notes, including any Additional Amounts in respect thereof, when due; or ​ ​ ​ (2) failure for 15 days to pay principal of or premium, if any, on any of the Notes when due, whether at maturity, upon redemption, by declaration or otherwise, or of any Guarantor to pay any amount payable under its Guarantee when due; or (3) failure to observe or perform any other material covenant contained in this Indenture for 60 days after notice as provided in this Indenture; or (4) any Capital Market Indebtedness of the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary becomes prematurely repayable as a result of a default in respect of the terms thereof, or the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary fails to fulfill any payment obligation in excess of €75,000,000 or the equivalent thereof under any Capital Market Indebtedness or under any guarantees or suretyships given for any Capital Market Indebtedness of others within 30 days from its due date or, in the case of such guarantee or suretyship, within 30 days of such guarantee or suretyship being invoked, unless the Company, the Issuer, FMCH or the relevant Material Subsidiary contests in good faith that such payment obligation exists or is due or that such guarantee or suretyship has been validly invoked or if a security granted therefor is enforced on behalf of or by the creditor(s) entitled thereto; or (5) any Note Guarantee shall cease to be in full force and effect in accordance with its terms for any reason except pursuant to the terms of this Indenture governing the release of Note Guarantees or the satisfaction in full of all the obligations thereunder or shall be declared invalid or unenforceable other than as contemplated by its terms, or any Guarantor shall repudiate, deny or disaffirm any of its obligations thereunder; or (6) the Company, FMCH, the Issuer or any of the Company’s Material Subsidiaries pursuant to or within the meaning of any Bankruptcy LawLease Documents: (a) any failure of Lessee to pay any amount due hereunder or under any of the other Lease Documents within ten (10) days following the date when such payment was due; (b) any failure in the observance or performance of any other covenant, term, condition or warranty provided in this Lease or any of the other Lease Documents, other than the payment of any monetary obligation and other than as specified in subsections (c) through (v) below (a "Failure to Perform"), continuing for thirty (30) days after the giving of notice by Lessor to Lessee specifying the nature of the Failure to Perform; except as to matters not susceptible to cure within thirty (30) days, provided that with respect to such matters, (i) Lessee commences negotiations the cure thereof within thirty (30) days after the giving of such notice by Lessor to Lessee, (ii) Lessee continuously prosecutes such cure to completion, (iii) such cure is completed within one hundred twenty (120) days after the giving of such notice by Lessor to Lessee and (iv) such Failure to Perform does not impair the value of, or Lessor's rights with respect to, the Leased Property or otherwise impair the Collateral or Xxxxxx's security interest therein; (c) the occurrence of any one default or more breach of its creditors with condition continuing beyond the expiration of the applicable notice and grace periods, if any, under any of the other Lease Documents, including, without limitation, the Agreement Regarding Related Transactions; (d) if any representation, warranty or statement contained herein or in any of the other Lease Documents proves to be untrue in any material respect as of the date when made or at any time during the Term if such representation or warranty is a view continuing representation or warranty pursuant to Section 10.2; (e) if any member of the Leasing Group shall (i) voluntarily be adjudicated a bankrupt or insolvent, (ii) seek or consent to the general readjustment appointment of a receiver or rescheduling trustee for itself or for the Leased Property, (iii) file a petition seeking relief under the bankruptcy or other similar laws of its indebtedness the United States, any state or makes any jurisdiction, (iv) make a general assignment for the benefit of creditors, (v) make or offer a composition of its debts with its creditors or, for any of the reasons set out in Sections 17-19 of the German Insolvency Code or (Insolvenzordnung), files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrensvi) or the board of directors (Geschäftsführer) is required by law be unable to file for insolvency, a creditor files for the opening of insolvency proceedings and pay its debts as such filing is not frivolous and not dismissed within a period of one month by the competent insolvency court, or the competent court takes any of the actions set out in Section 21 of the German Insolvenzordnung or a competent court institutes insolvency proceedings (Eröffnung des Insolvenzverfahrens) or denies a petition for commencement of insolvency proceeding by reason of insufficient assets, (b) commences a voluntary case, (c) consents to the entry of an order for relief against it in an involuntary case, ​ ​ ​ (d) consents to the appointment of a custodian of it or for all or substantially all of its property, (e) makes a general assignment for the benefit of its creditors, ordebts mature; (f) takes if any corporate action to authorize court shall enter an order, judgment or effect decree appointing, without the consent of any member of the Leasing Group, a receiver or trustee for such member or for any of its property and such order, judgment or decree shall remain in force, undischarged or unstayed, ninety (90) days after it is entered; (g) if a petition is filed against any member of the Leasing Group which seeks relief under the bankruptcy or other similar laws of the United States, any state or any other jurisdiction, and such petition is not dismissed within ninety (90) days after it is filed; (h) in the event that: i. all or any portion of the interest of any partner, shareholder, member in any member of the Leasing Group (other than Guarantor) shall be, on any one or more occasions, directly or indirectly, sold, assigned, hypothecated or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a partnership, joint venture, syndicate or other group, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to a sale, assignment, hypothecation or other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; ii. the shares of the issued and outstanding capital stock of any member of the Leasing Group (other than Guarantor) shall be, on any one or more occasions, directly or indirectly, sold, assigned, hypothecated or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a corporation, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to a sale, assignment, hypothecation or other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; or iii. all or any portion of the beneficial interest in any member of the Leasing Group (other than Guarantor) shall be, directly or indirectly, sold or otherwise transferred (whether by operation of law or otherwise), if such member of the Leasing Group shall be a trust, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its reasonable discretion with respect to a sale, assignment, hypothecation or other transfer to a Meditrust/Emeritus Transaction Affiliate and in all other cases, in its sole and absolute discretion; Notwithstanding the foregoing. A default under clause , no consent of Lessor to a pledge by Lessee of its stock to the lender of a Working Capital Loan satisfying the requirements of Section 6.1.3 shall be required (3a "Working Capital Stock Pledge"). (i) the death, incapacity, liquidation, dissolution or termination of existence of any member of the Leasing Group or the merger or consolidation of any member of the Leasing Group with any other Person except as expressly permitted by the terms of this Section 6.1 will not constitute an Event of Default unless the Trustee or Holders of 25% in principal amount of the outstanding Notes notify the Issuer and the Company of such default and such default is not cured within the time specified in clause Lease Agreement; (3). A default under clause (4j) of this Section 6.1 will not constitute an Event of Default under this Indenture unless the Trustee, subject to the limitations set forth except as provided in Section 7.2(a19.1 hereof, if, without the prior written consent of Lessor, in each instance, which consent may be withheld by Lessor in its sole and absolute discretion, Xxxxxx's interest, or any interest of a Sublessee which is an Affiliate of Lessee, in the Leased Property shall be, directly or indirectly, mortgaged, encumbered (by any voluntary or involuntary Lien other than the Permitted Encumbrances), subleased, sold, assigned, hypothecated or holders otherwise transferred (whether by operation of 25% in principal amount of the outstanding Notes shall have notified the Issuer of such default.law or otherwise);

1Events of Default. Whenever used herein with respect to If any of the Notesfollowing events (each, an “Event of Default” means any one of the following events which ”) shall have occurred and be continuingoccur: (1a) failure for 30 days the Borrower shall fail to pay any principal of any Loan or of any reimbursement obligation in respect of any LC Disbursement, when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or otherwise; or (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under subsection (a) of the Notes, including this Section) payable under this Agreement or any Additional Amounts in respect thereofother Loan Document, when dueand as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; or ​ ​ ​ (2c) failure for 15 days to pay principal any representation or warranty made or deemed made by or on behalf of the Borrower or premium, if any, on any of its Subsidiaries in or in connection with this Agreement or any other Loan Document (including the Notes when due, whether at maturity, upon redemption, by declaration or otherwiseSchedules attached hereto and thereto), or in any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative Agent or the Lenders by any Loan Party or any representative of any Guarantor Loan Party pursuant to pay or in connection with this Agreement or any amount payable other Loan Document shall prove to be incorrect in any material respect (other than any representation or warranty that is expressly qualified by a Material Adverse Effect or other materiality, in which case such representation or warranty shall prove to be incorrect in any respect) when made or deemed made or submitted (provided, that any breach of the representation and warranty contained in the last sentence of Section 4.16(a) shall not result in an Event of Default under its Guarantee when duethis clause (c) unless such breach also constitutes an Event of Default under clause (f) of this Section 8.1); or (3d) failure the Borrower shall fail to observe or perform any other material covenant or agreement contained in this Indenture for 60 days after notice as provided in this IndentureSection 5.1, 5.2, 5.3 (with respect to the Borrower’s legal existence), 5.10 or 5.11 or Article VI or VII; or (4e) any Capital Market Indebtedness Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in subsections (a), (b) and (d) of the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been releasedthis Section) or any Material Subsidiary becomes prematurely repayable as a result other Loan Document, and such failure shall remain unremedied for 30 days after the earlier of a default in respect (i) any officer of the terms thereofBorrower becomes aware of such failure, or (ii) notice thereof shall have been given to the Company, Borrower by the Issuer, FMCH (unless the Guarantee of FMCH has been released) Administrative Agent or any Material Subsidiary fails to fulfill any payment obligation in excess of €75,000,000 or the equivalent thereof under any Capital Market Indebtedness or under any guarantees or suretyships given for any Capital Market Indebtedness of others within 30 days from its due date or, in the case of such guarantee or suretyship, within 30 days of such guarantee or suretyship being invoked, unless the Company, the Issuer, FMCH or the relevant Material Subsidiary contests in good faith that such payment obligation exists or is due or that such guarantee or suretyship has been validly invoked or if a security granted therefor is enforced on behalf of or by the creditor(s) entitled theretoLender; or (5i) the Borrower or any Note Guarantee of its Subsidiaries (whether as primary obligor or as guarantor or other surety) shall cease fail to be pay any principal of, or premium or interest on, any Material Indebtedness (other than any Hedging Obligation) that is outstanding, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in full force the agreement or instrument evidencing or governing such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect in accordance with its terms for of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any reason except pursuant to the terms of this Indenture governing the release of Note Guarantees or the satisfaction in full of all the obligations thereunder or Material Indebtedness shall be declared invalid to be due and payable, or unenforceable required to be prepaid or redeemed (other than as contemplated by its termsa regularly scheduled required prepayment or redemption), purchased or defeased, or any Guarantor offer to prepay, redeem, purchase or defease such Indebtedness shall repudiatebe required to be made, deny in each case prior to the stated maturity thereof or disaffirm (ii) there occurs under any Hedging Transaction an Early Termination Date (as defined in such Hedge Transaction) resulting from (A) any event of default under such Hedging Transaction as to which the Borrower or any of its obligations thereunderSubsidiaries is the Defaulting Party (as defined in such Hedging Transaction) and the Hedge Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount or (B) any Termination Event (as so defined) under such Hedging Transaction as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and the Hedge Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount and is not paid; or (6g) the Company, FMCH, the Issuer Borrower or any of its Subsidiaries shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under ​ ​ any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the Company’s Material Subsidiaries pursuant to appointment of a custodian, trustee, receiver, liquidator or within the meaning other similar official of it or any Bankruptcy Law: (a) commences negotiations with any one or more substantial part of its creditors with a view property, (ii) consent to the general readjustment institution of, or rescheduling fail to contest in a timely and appropriate manner, any proceeding or petition described in subsection (i) of this Section, (iii) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Borrower or any such Subsidiary or for a substantial part of its indebtedness or makes assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or a composition with its creditors or, (vi) take any action for the purpose of effecting any of the reasons set out foregoing; or (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in Sections 17-19 respect of the German Insolvency Code (Insolvenzordnung), files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) Borrower or the board any of directors (Geschäftsführer) is required by law to file for insolvency, a creditor files for the opening of insolvency proceedings and such filing is not frivolous and not dismissed within a period of one month by the competent insolvency courtits Subsidiaries or its debts, or the competent court takes any substantial part of the actions set out its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in Section 21 of the German Insolvenzordnung effect or a competent court institutes insolvency proceedings (Eröffnung des Insolvenzverfahrensii) or denies a petition for commencement of insolvency proceeding by reason of insufficient assets, (b) commences a voluntary case, (c) consents to the entry of an order for relief against it in an involuntary case, ​ ​ ​ (d) consents to the appointment of a custodian custodian, trustee, receiver, liquidator or other similar official for the Borrower or any of it its Subsidiaries or for all or substantially all a substantial part of its property, (e) makes assets, and in any such case, such proceeding or petition shall remain undismissed for a general assignment for period of 60 days or an order or decree approving or ordering any of the benefit of its creditors, foregoing shall be entered; or (fi) takes any corporate action to authorize the Borrower or effect any of its Subsidiaries shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due; or (i) an ERISA Event shall have occurred that, in the foregoing. A default opinion of the Required Lenders, when taken together with other ERISA Events that have occurred, could reasonably be expected to result in liability to the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000, (ii) there is or arises an Unfunded Pension Liability (not taking into account Plans with negative Unfunded Pension Liability) in an aggregate amount exceeding $10,000,000, or (iii) there is or arises any potential Withdrawal Liability in an aggregate amount exceeding $10,000,000; or (k) any judgment, order for the payment of money, writ, warrant of attachment or similar process involving an amount in excess of $15,000,000 in the aggregate shall be rendered against the Borrower or any of its Subsidiaries, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (l) any non-monetary judgment or order shall be rendered against the Borrower or any of its Subsidiaries that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (m) a Change in Control shall occur or exist; or (n) any material provision of the Guaranty Agreement shall for any reason cease to be valid and binding on, or enforceable against, any Loan Party, or any Loan Party shall ​ ​ so state in writing, or any Loan Party shall seek to terminate its obligation under clause the Guaranty Agreement (3other than the release of any guaranty to the extent permitted pursuant to Section 9.11); or (o) any one or more licenses, permits, accreditations or authorizations of the Borrower or any of its Subsidiaries, including any Insurance License with respect to any Insurance Subsidiary, shall be suspended, limited, modified or terminated or shall not be renewed, and such suspension, limitation, modification, termination or non-renewal would reasonably be expected to result in a Material Adverse Effect, or any other action shall be taken, by any Governmental Authority in response to any alleged failure by the Borrower or any of its Subsidiaries to be in compliance with applicable law, and such action, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to the Borrower described in subsection (g) or (h) of this Section 6.1 will not constitute Section) and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitment of each Lender shall terminate immediately, (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations owing hereunder, to be, whereupon the same shall become, due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (iii) exercise all remedies contained in any other Loan Document, and (iv) exercise any other remedies available at law or in equity; provided that, if an Event of Default unless specified in either subsection (g) or (h) shall occur, the Trustee or Holders of 25% in Commitments shall automatically terminate and the principal amount of the outstanding Notes notify Loans then outstanding, together with accrued interest thereon, and all fees and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer and the Company of such default and such default is not cured within the time specified in clause (3). A default under clause (4) of this Section 6.1 will not constitute an Event of Default under this Indenture unless the Trustee, subject to the limitations set forth in Section 7.2(a), or holders of 25% in principal amount of the outstanding Notes shall have notified the Issuer of such defaultBorrower.

1Events of Default. Whenever used herein with respect to the Notes, An “Event of Default” means shall mean, with respect to a Party (the “Defaulting Party”) that is subject to the Event of Default the occurrence of any of the following: the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within ten (10) Business Days after Notice thereof; any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof; the failure by such Party to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default) and such failure is not remedied within thirty (30) days after Notice thereof; such Party becomes Bankrupt; such Party assigns this Agreement or any of its rights hereunder other than in compliance with Section 14.2 or 14.3, as appropriate; or such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an agreement reasonably satisfactory to the other Party. with respect to Seller as the Defaulting Party, the occurrence of any of the following: if at any time, Seller delivers or attempts to deliver electric energy to the Delivery Point for sale under this Agreement that was not generated by the Facility; the failure by Seller to achieve Commercial Operation within ninety (0) days following the Guaranteed Commercial Operation Date; the failure by Seller to achieve the Construction Start Date within one hundred eighty (180) days of the Guaranteed Construction Start Date if, in any consecutive six (6) month period, the Adjusted Energy Production amount is not at least ten percent (10%) of the Expected Energy amount for the current Contract Year, and Seller fails to either (x) demonstrate to Buyer’s reasonable satisfaction, within ten (10) Business Days after Notice from Buyer, a legitimate reason for the failure to meet the ten percent (10%) minimum; or (y) deliver to Buyer within ten (10) Business Days after Notice from Buyer a plan or report developed by Seller that describes the cause of the failure to meet the ten percent (10%) and the actions that Seller has taken, is taking, or proposes to take in an effort to cure such condition along with the written confirmation of a Licensed Professional Engineer that such plan or report is in accordance with Prudent Industry Practices and capable of cure within a reasonable period of time, not to exceed one hundred eighty (180) days; failure by Seller to satisfy the collateral requirements pursuant to Sections 8.7 or 8.8 after Notice and expiration of the cure periods set forth therein, including the failure to replenish the Development Security or Performance Security amount in accordance with this Agreement in the event Buyer draws against either for any reason other than to satisfy a Damage Payment or a Termination Payment; with respect to any Guaranty provided for the benefit of Buyer, the failure by Seller to provide for the benefit of Buyer either (1) cash, (2) a replacement Guaranty from a different Guarantor meeting the criteria set forth in the definition of Guarantor, or (3) a replacement Letter of Credit from an issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events which shall have occurred events: if any representation or warranty made by the Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated, and be continuing: such default is not remedied within thirty (130) days after Notice thereof; the failure for 30 days to pay interest on any of the Notes, including Guarantor to make any Additional Amounts payment required under any Guaranty; the Guarantor becomes Bankrupt; the Guarantor shall fail to meet the criteria for an acceptable Guarantor as set forth in respect thereof, when duethe definition of Guarantor; or ​ ​ ​ (2) the failure for 15 days to pay principal of or premium, if any, on any of the Notes when due, whether at maturity, upon redemption, by declaration or otherwise, or of any Guarantor to pay any amount payable under its Guarantee when due; or (3) failure to observe or perform any other material covenant contained in this Indenture for 60 days after notice as provided in this Indenture; or (4) any Capital Market Indebtedness of the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary becomes prematurely repayable as a result of a default in respect of the terms thereof, or the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary fails to fulfill any payment obligation in excess of €75,000,000 or the equivalent thereof under any Capital Market Indebtedness or under any guarantees or suretyships given for any Capital Market Indebtedness of others within 30 days from its due date or, in the case of such guarantee or suretyship, within 30 days of such guarantee or suretyship being invoked, unless the Company, the Issuer, FMCH or the relevant Material Subsidiary contests in good faith that such payment obligation exists or is due or that such guarantee or suretyship has been validly invoked or if a security granted therefor is enforced on behalf of or by the creditor(s) entitled thereto; or (5) any Note Guarantee shall cease Guaranty to be in full force and effect (other than in accordance with its terms for any reason except pursuant terms) prior to the terms indefeasible satisfaction of this Indenture governing the release all obligations of Note Guarantees Seller hereunder; or the satisfaction in full of all the obligations thereunder or shall be declared invalid or unenforceable other than as contemplated by its terms, or any Guarantor shall repudiate, deny disaffirm, disclaim, or disaffirm any of its obligations thereunder; or (6) reject, in whole or in part, or challenge the Company, FMCH, the Issuer or any of the Company’s Material Subsidiaries pursuant to or within the meaning validity of any Bankruptcy Law: (a) commences negotiations Guaranty; or with respect to any one or more outstanding Letter of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment Credit provided for the benefit of or a composition with its creditors or, for any of the reasons set out in Sections 17-19 of the German Insolvency Code (Insolvenzordnung), files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) or the board of directors (Geschäftsführer) is required by law to file for insolvency, a creditor files for the opening of insolvency proceedings and such filing Buyer that is not frivolous and not dismissed within a period of one month then required under this Agreement to be canceled or returned, the failure by the competent insolvency court, or the competent court takes any of the actions set out in Section 21 of the German Insolvenzordnung or a competent court institutes insolvency proceedings (Eröffnung des Insolvenzverfahrens) or denies a petition for commencement of insolvency proceeding by reason of insufficient assets, (b) commences a voluntary case, (c) consents Seller to the entry of an order for relief against it in an involuntary case, ​ ​ ​ (d) consents to the appointment of a custodian of it or for all or substantially all of its property, (e) makes a general assignment provide for the benefit of its creditorsBuyer either (1) cash, or or (f2) takes any corporate action to authorize or effect a substitute Letter of Credit from a different issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the foregoing. A default under clause (3) of this Section 6.1 will not constitute an Event of Default unless following events: the Trustee or Holders of 25% in principal amount issuer of the outstanding Notes notify Letter of Credit shall fail to meet the Issuer and definition of Qualified Issuer; the Company issuer of such default and such default is not cured within Letter of Credit becomes Bankrupt; the time specified in clause (3). A default under clause (4) of this Section 6.1 will not constitute an Event of Default under this Indenture unless the Trustee, subject to the limitations set forth in Section 7.2(a), or holders of 25% in principal amount issuer of the outstanding Notes Letter of Credit shall have notified fail to honor a properly documented request to draw on such Letter of Credit; the Issuer issuer of the outstanding Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such defaultLetter of Credit; such Letter of Credit fails or ceases to be in full force and effect at any time; or Seller shall fail to renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and as provided in accordance with this Agreement, and in no event less than sixty (60) days prior to the expiration of the outstanding Letter of Credit.

1Events of Default. Whenever used herein with respect to the Notes, “Event of Default” means any one Each of the following events which shall have occurred and be continuing: (1) failure for 30 days to pay interest on any of the Notes, including any Additional Amounts in respect thereof, when due; or ​ ​ ​ (2) failure for 15 days to pay principal of or premium, if any, on any of the Notes when due, whether at maturity, upon redemption, by declaration or otherwise, or of any Guarantor to pay any amount payable under its Guarantee when due; or (3) failure to observe or perform any other material covenant contained in this Indenture for 60 days after notice as provided in this Indenture; or (4) any Capital Market Indebtedness of the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary becomes prematurely repayable as a result of a default in respect of the terms thereof, or the Company, the Issuer, FMCH (unless the Guarantee of FMCH has been released) or any Material Subsidiary fails to fulfill any payment obligation in excess of €75,000,000 or the equivalent thereof under any Capital Market Indebtedness or under any guarantees or suretyships given for any Capital Market Indebtedness of others within 30 days from its due date or, in the case of such guarantee or suretyship, within 30 days of such guarantee or suretyship being invoked, unless the Company, the Issuer, FMCH or the relevant Material Subsidiary contests in good faith that such payment obligation exists or is due or that such guarantee or suretyship has been validly invoked or if a security granted therefor is enforced on behalf of or by the creditor(s) entitled thereto; or (5) any Note Guarantee shall cease to be in full force and effect in accordance with its terms for any reason except pursuant to the terms of this Indenture governing the release of Note Guarantees or the satisfaction in full of all the obligations thereunder or shall be declared invalid or unenforceable other than as contemplated by its terms, or any Guarantor shall repudiate, deny or disaffirm any an Event of its obligations thereunder; or (6) the Company, FMCH, the Issuer or any of the Company’s Material Subsidiaries pursuant to or within the meaning of any Bankruptcy LawDefault hereunder: (a) commences negotiations with If Borrowers shall fail to pay when due any one installment of principal, interest, fees, costs, expenses, or any other sum payable to the Bank hereunder or otherwise and such failure shall continue for more than five Business Days after written notice of such failure shall have been given by the Bank to Borrowers; provided, however, the Bank shall not be required to provide Borrowers such notice or cure more than twice in any calendar year; (b) If any representation or warranty made herein or in connection herewith or in any statement, certificate, or other document furnished hereunder or otherwise is false or misleading in any material respect when made; (c) If any Borrower shall default in the payment or performance of any obligation or Indebtedness to another Person in an amount in excess of $250,000, after the expiration of any applicable notice or cure periods; (d) If there shall occur any material breach of, material noncompliance with, or material default under any Material Contract of any Borrower, in each case that permits the termination of the contract; (e) If any Loan Party shall sell, convey, assign, lease, or otherwise transfer to any Person or abandon or otherwise dispose of, voluntarily or involuntarily, any Essential Borrower IP except as permitted by the terms of the Intellectual Property Security Agreement; (f) If any Loan Party shall default in the performance of any other agreement or covenant contained herein or in any document executed or delivered to the Bank, and such default shall continue uncured for 15 days after written notice thereof to Loan Party given by the Bank; provided, however, if such default is curable but not reasonably capable of cure within such 15 day period, Loan Party shall have such further period, not to exceed a period of 30 days in the aggregate, as may be required to cure such default, on the condition that Borrowers commence such cure within the original 15 day period and thereafter diligently prosecutes such cure to completion within such 30 day period; (g) If custody or control of any substantial part of the property of any Loan Party shall be assumed by any governmental agency or any court of competent jurisdiction at the instance of any governmental agency; if any material license or franchise shall be suspended, revoked, or otherwise terminated; or if any governmental regulatory authority or judicial body shall make any other final non-appealable determination the effect of which would be to affect materially and adversely the operations of any Loan Party as now conducted; and, as to each of the events set forth in this subsection (g), such event cannot be corrected, as determined in the sole and absolute discretion of the Bank, within 15 days after written notice thereof by the Bank to such Loan Party; (h) If any Borrower becomes insolvent, bankrupt, or generally fails to pay its debts as such debts become due; is adjudicated insolvent or bankrupt; admits in writing its inability to pay its debts; or shall suffer a custodian, receiver, or trustee for it or substantially all of its property to be appointed; makes an assignment for the benefit of creditors; or suffers proceedings under any law related to bankruptcy, insolvency, liquidation, or the reorganization, readjustment or the release of debtors to be instituted against it; if proceedings under any law related to the bankruptcy, insolvency, liquidation, or the reorganization, readjustment, or the release of debtors is instituted or commenced by any Borrower; if any order for relief is entered relating to any of the foregoing proceedings; if any Borrower shall call a meeting of its creditors with a view to the general readjustment arranging a composition or rescheduling adjustment of its indebtedness debts; or makes a general assignment for the benefit of if any Borrower shall by any act or a composition with failure to act indicate its creditors orconsent to, for any of the reasons set out in Sections 17-19 of the German Insolvency Code (Insolvenzordnung), files for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) or the board of directors (Geschäftsführer) is required by law to file for insolvency, a creditor files for the opening of insolvency proceedings and such filing is not frivolous and not dismissed within a period of one month by the competent insolvency courtapproval of, or the competent court takes any of the actions set out acquiescence in Section 21 of the German Insolvenzordnung or a competent court institutes insolvency proceedings (Eröffnung des Insolvenzverfahrens) or denies a petition for commencement of insolvency proceeding by reason of insufficient assets, (b) commences a voluntary case, (c) consents to the entry of an order for relief against it in an involuntary case, ​ ​ ​ (d) consents to the appointment of a custodian of it or for all or substantially all of its property, (e) makes a general assignment for the benefit of its creditors, or (f) takes any corporate action to authorize or effect any of the foregoing. A default under clause (3) of this Section 6.1 will not constitute an Event of Default unless the Trustee or Holders of 25% in principal amount ; and, as to each of the outstanding Notes notify the Issuer and the Company of such default and such default is not cured within the time specified in clause (3). A default under clause (4) of this Section 6.1 will not constitute an Event of Default under this Indenture unless the Trustee, subject to the limitations events set forth in Section 7.2(athis subsection (h), or holders of 25% such event cannot be corrected, as determined in principal amount the sole and absolute discretion of the outstanding Notes Bank, within 30 days after notice thereof by the Bank to the Borrowers; (i) any event or condition shall occur or exist with respect to any activity or substance regulated under the Environmental Control Statutes, except where any such event or condition would not reasonably be expected to result in a Material Adverse Effect; (j) there occurs any Change of Control; (k) a judgment, decree, or order requiring payment in excess of $250,000 shall be rendered against any Loan Party and such judgment or order shall remain unsatisfied, undischarged, and in effect for 45 consecutive days without a stay of enforcement or execution, provided that this clause (k) shall not apply to any judgment to the extent such Loan Party is fully insured and with respect to which the insurer has admitted liability; and (l) any execution shall have notified been levied against any part of the Issuer Collateral or against any other property of such defaultany Borrower and shall continue unstayed and in effect for a period of 15 Business Days after written notice thereof by the Bank.