Common use of Default in Other Agreements Clause in Contracts

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (X) clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunderhereunder and (Y) this clause (b) shall not apply to the extent such failure is remedied or waived by the holders of the applicable Indebtedness prior to any acceleration of the Loans pursuant to Article 7; provided, further, that no such event (other than the failure to make a principal payment at stated final maturity) under any failure described Asset Financing Facility or CRE Financing shall constitute a Default or Event of Default under clauses this clause (ib) until such Asset Financing Facility or (ii) above is unremedied and is not waived by the holders CRE Financing, as applicable, shall have been accelerated as a result of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIevent; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted respective Subsidiaries (excluding the Excluded Entities) to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.01(a)) above) with in an aggregate outstanding principal amount exceeding the Threshold Amountof $3,000,000 or more, in each case beyond the grace period, if any, provided therefor; , or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Loan Party with respect to any other material term of (A) one or more items of Indebtedness with an in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in subclause (i) above or (B) any loan agreement, mortgage, indenture indenture, or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) or to require the prepayment, redemption, repurchase, or defeasance of, or to cause Global Parent or any of its Subsidiaries (excluding the Excluded Entities) to make any offer to prepay, redeem, repurchase, or defease such Indebtedness, prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted the other Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower any Loan Party or any of its Restricted the other Subsidiaries with respect to any other term of (A) one or more items of Indebtedness (other than the Obligations) with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided provided, that clause (ii) of this paragraph clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (X) clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunderhereunder and (Y) this clause (b) shall not apply to the extent such failure is remedied or waived by the holders of the applicable Indebtedness prior to any acceleration of the Loans pursuant to Article 7; provided, further, that no such event (other than the failure to make a principal payment at stated final maturity) under any failure described Asset Financing Facility, CRE Financing or Non-Recourse Indebtedness shall constitute a Default or Event of Default under clauses this clause (ib) until such Asset Financing Facility, CRE Financing or (ii) above is unremedied and is not waived by the holders Non-Recourse Indebtedness, as applicable, shall have been accelerated as a result of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIevent; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the applicable notice period and grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the applicable notice period and grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (x) with respect to any breach or default referred to in clause (ii) above with respect to a financial covenant in any such Indebtedness, such breach or default shall only constitute an Event of Default hereunder if such breach or default has resulted in the acceleration of such Indebtedness and the termination of commitments thereunder and (y) any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by of Holdings, the any Borrower or any of its the Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.1(a)) above) with in an individual or aggregate outstanding principal amount exceeding the Threshold Amount(or Net Xxxx-to-Market Exposure, in each case as applicable) of $10,000,000 or more beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the any Borrower or any of its the Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an (other than Indebtedness referred to in Section 8.1(a)) in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts (or Net Xxxx-to-Market Exposure, as applicable) referred to in clause (i) above or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or redeemablesubject to a compulsory repurchase or redemption) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that this clause (ii) of this paragraph (bb)(ii) shall not apply to secured Indebtedness (other than Indebtedness under any Junior Financing Documents) that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness Indebtedness, if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Article 7; provided, further, that with respect to any such failure referred to in clause (ii) of this Article VII; orparagraph (b) as it relates to obligations in respect of any financial covenant (after giving effect to any cure right) set forth in the ABL Credit Agreement or the documentation governing any ABL Facility, such failure shall only constitute a Default or an Event of Default if such failure results in the acceleration of the obligations and the termination of commitments thereunder;

Default in Other Agreements. (i) Failure by Holdings, the any Borrower or any of its Restricted Subsidiaries Subsidiary to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case case, beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the any Borrower or any of its Restricted Subsidiaries Subsidiary with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case case, beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness with the giving of notice (if required) (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided provided, that (x) clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (y) any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7 and (z) with respect to any default, event or condition referred to in clauses (i) or (ii) above resulting from the breach of any financial covenant under any revolving facility, such default, event or condition shall only constitute an Event of Default if such default, event or condition results in the demand by the holders of such Indebtedness of repayment thereof or of the acceleration of such Indebtedness (and the termination of the commitments thereunder), which demand or acceleration has not been rescinded; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries or Holdings to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries or Holdings with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted SubsidiarySubsidiary or Holdings), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunderhereunder and under the documents governing or evidencing such Indebtedness, and so long as repayments are made as required by the terms of such Indebtedness; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7 or other exercise of remedies under any Loan Document; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness for borrowed money of the Borrower or such Restricted Subsidiary (other than (x) Indebtedness referred to in clause (a) aboveabove and (y) intercompany Indebtedness) with an aggregate individual outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary with respect to any other term of (A) one or more items of third-party Indebtedness for borrowed money of the Borrower or such Restricted Subsidiary (other than (x) Indebtedness referred to in clause (a) above and (y) intercompany Indebtedness) with an aggregate individual outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party the Borrower or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with the giving of notice, if required) such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (I) clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (II) any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7, (III) [reserved] and (IV) it is understood and agreed that the occurrence of any event described in this clause (b) that would, prior to the expiration of any applicable grace period, permit the holder or holders of the relevant Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (with the giving of notice, if required) such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be, will not result in a Default or Event of Default under this Agreement prior to the expiration of such grace period; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or event of default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case case, beyond the grace or cure period, if any, provided therefor, if but solely to the extent the effect of such breach or event of default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or mandatorily redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Revolving Loans pursuant to this Article VII; or7;

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; therefor; or (ii) breach or default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; 7; or

Default in Other Agreements. (iI) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due shall (i) default in making any payment of any principal of any Indebtedness (including any Contingent Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto, or (ii) default in making any payment of any interest on or any other amount payable in respect of one or more items of such Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace periodperiod of grace, if any, provided therefor; in the instrument or agreement under which such Indebtedness was created, or (iiiii) breach default in the observance or default by Holdingsperformance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, the Borrower securing or relating thereto, or any of its Restricted Subsidiaries with respect to any other term of (A) one event shall occur or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreementcondition exist, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach which default or default other event or condition is to cause, or to permit the holder or holders beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or holdersbeneficiary) to cause, with the giving of notice if required, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable, or (II) Holdings shall (i) default in making any payment of any principal of any Indebtedness (including Contingent Obligations) on the scheduled or original due date with respect thereto, or (ii) default in the observance or performance of any agreement or condition relating to any Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause such Indebtedness to become due prior to its stated maturity (or in the case of any underlying obligation, as the case may besuch Indebtedness constituting a Contingent Obligation) to become payable; provided that that, a default, event or condition described in clause (iiI) or (II) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure type described under in clauses (iI) or and (iiII) above is unremedied of this paragraph (b) shall have occurred and is not waived by be continuing with respect to Indebtedness the holders outstanding principal amount of such Indebtedness prior to any termination of which exceeds in the Commitments or acceleration of the Loans pursuant to this Article VII; oraggregate $25,000,000;

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its the Restricted Subsidiaries to pay when due any principal of or interest on or premium on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower any Loan Party or any of its the Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale Disposition of, or transfer of a casualty or condemnation event in respect of, the property securing such Indebtedness if such sale Disposition or transfer casualty or condemnation event is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of all of the outstanding Commitments or and acceleration of all of the outstanding Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or event of default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case case, beyond the grace or cure period, if any, provided therefor, if but solely to the extent the effect of such breach or event of default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or mandatorily redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; provided, still further, that notwithstanding the foregoing provisions of this Section 7.01(b), any financial maintenance covenants in any ABL Facility or any other revolving credit facility shall be solely for the benefit of the lenders under such ABL Facility or other revolving credit facility, and any breach or violation of any such financial maintenance covenants (x) may be subject to cure rights and (y) shall not be or constitute a Default or Event of Default with respect to any Term Facility unless and until the lenders under such ABL Facility or other revolving credit facility have declared all amounts outstanding thereunder to be immediately due and payable and terminated all outstanding commitments to provide revolving credit extensions thereunder in accordance with the terms of the documentation governing such ABL Facility or other revolving credit facility and such declaration has not been rescinded; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; Amount or (ii) breach or default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of such Indebtedness described under the foregoing clause (Ai) one or more items of (other than Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (Bunder Second Lien Secured Notes Documents) pursuant to any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Hedge Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case under the foregoing clauses (i) and (ii), beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or to be declared due and payable (or redeemable) or require that an offer to repurchase, prepay, defease or redeem such Indebtedness be made prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7. A breach or default by any Loan Party with respect to any Second Lien Secured Notes Document will constitute an Event of Default hereunder; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Credit Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or interest on or any other amount amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause Section 8.1(a)) (aA) above) with in the case of Recourse Indebtedness, in an aggregate outstanding principal amount exceeding in excess of $50,000,000 and (B) in the Threshold Amountcase of Non- Recourse Indebtedness, involving properties of entities having an aggregate net equity value in an amount after the Closing Date in excess of $200,000,000 (in each case beyond the grace periodcase, if any, provided therefor; excluding such defaults solely relating to any Specified Property or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Special Consideration Properties or Capital Stock of a Person all or substantially all of whose assets comprise any Specified Property) or (ii) breach the occurrence of an event of default or default by Holdings, the Borrower equivalent condition (which has not been permanently waived) with respect to Indebtedness of any Credit Party or any of its Restricted their respective Subsidiaries with respect to any other term of (A) one or more items of Recourse Indebtedness with an or Non-Recourse Indebtedness in the aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting properties or entities having an aggregate net equity value after the Closing Date in the amount set forth in clauses (i)(A) and (i)(B) above, respectively, in the case of Hedging Obligations, termination events or equivalent events pursuant to the terms each of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiaryclauses (i) and (ii), in each case beyond the applicable grace period, if any, provided therefor, if the effect of such breach event of default or default equivalent condition is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause be (ii) in each case, excluding such events of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale default or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior equivalent conditions solely relating to any termination Specified Property or any Subsidiary or Subsidiaries all or substantially all of the Commitments whose assets comprise Special Consideration Properties or acceleration Capital Stock of the Loans pursuant to this Article VIIa Person all or substantially all of whose assets comprise any Specified Property); or

Default in Other Agreements. (i) Failure Any breach by Holdings, the Borrower or any of its Restricted Principal Subsidiaries of any agreement or instrument relating to pay when due Indebtedness occurs that results in any principal Indebtedness of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to the Borrower and its Principal Subsidiaries in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; $50,000,000 becoming due prior to its scheduled maturity or (ii) breach that enables or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit permits the holder or holders of any such Indebtedness (or a any trustee or agent on its or their behalf of such holder or holders) to cause, cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, in each case after giving effect to any applicable grace period; or, as a result of any such breach, any such Indebtedness shall be declared due and payable required to be prepaid (other than by a regularly scheduled required prepayment, pursuant to any put right (or redeemablesimilar right) of the holder thereof, or by the exercise by the Borrower or any Principal Subsidiary of its right to make a voluntary prepayment) in whole or in part prior to its stated maturity maturity; or there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (1) any event of default under such Swap Contract as to which the stated maturity of Borrower or any underlying obligationPrincipal Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (2) any Termination Event (as defined in such Swap Contract) under such Swap Contract as to which the Borrower or any Principal Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as the case may bea result thereof is greater than $50,000,000; provided that clause (ii) of this paragraph (bSection 9.1(b) shall not apply to secured any Indebtedness that becomes due as a result of the a voluntary sale redemption or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders repayment of such Indebtedness prior to any termination effected in accordance with the terms of the Commitments or acceleration of the Loans pursuant to agreement governing such Indebtedness and which is not prohibited by this Article VIIAgreement; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of third party Indebtedness for borrowed money of such Person (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of third-party Indebtedness for borrowed money of such Person with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with the giving of notice, if required) such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by Holdings, the Administrative Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Administrative Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with the giving of notice, if required), such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (1) clause (ii) of this paragraph (b) shall not apply to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (2) any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Article 7 and (3) for the avoidance of doubt, this Article VIISection 7.01(b) shall not apply in respect of any Permitted Receivables Facility; or

Default in Other Agreements. (i) Failure by Holdings, the of Borrower or any of --------------------------- its Restricted Subsidiaries to pay when due or within any applicable grace period any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (athe Loans) above) with an aggregate outstanding principal amount exceeding the Threshold Amountor any Contingent Obligation, in each case beyond the grace period, if any, provided therefor; or (ii) any other breach or default by Holdings, the of Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other thanthan the Loans) or any Contingent Obligation, for the avoidance of doubtincluding without limitation, with respect to the Subordinated Notes and, in the case of Texas Unwired, any Indebtedness consisting of Hedging Obligations, termination events or equivalent events to Borrower permitted pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted SubsidiarySubsection 3.1(C)(iv), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, cause or to permit the holder or holders of then to cause such Indebtedness (or a trustee or agent on behalf Contingent Obligation having an aggregate principal amount for Borrower and the Restricted Subsidiaries in excess of such holder or holders) to cause, such Indebtedness $250,000 to become or be declared due and payable (or redeemable) prior to its stated maturity maturity, (iii) any breach or the stated maturity default of Borrower or any underlying obligationof its Restricted Subsidiaries under any Material Contract, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result including, without limitation, any of the voluntary sale Sprint Agreements, (iv) any event occurs which would give rise to an obligation of Borrower or transfer any Restricted Subsidiary to pay "Liquidated Damages" pursuant to Section 5 of the property securing such Indebtedness if such sale or transfer is permitted hereunder; providedRegistration Rights Agreement, further, that any failure described under clauses (i) or (iiv) above is unremedied and is not waived by the holders any event occurs which would give rise to an obligation of such Indebtedness prior Borrower to purchase or repurchase any termination of the Commitments or acceleration of Subordinated Notes from the Loans pursuant to this Article VIIholder thereof; or

Default in Other Agreements. (i) Failure by Holdings, of the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Material Indebtedness (other than Indebtedness referred to in clause under Swap Contracts) (asuch Material Indebtedness, the “Specified Indebtedness”) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Specified Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Specified Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Specified Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such Specified Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause or (iiiii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of this paragraph default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (bas defined in such Swap Contract) shall not apply to secured Indebtedness that becomes due and the Swap Termination Value owed by the Borrower or such Subsidiary as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer thereof is permitted hereunder; providedgreater than $175,000,000, further, that any failure described under clauses (i) or (iiB) above any Termination Event (as so defined, but which shall not under any circumstances include any “Additional Termination Event” (however described)) under such Swap Contract as to which the Borrower or any Subsidiary is unremedied an Affected Party (as so defined) and (x) the Borrower or such Subsidiary is not waived required to make a payment in connection with such Termination Event, (y) the Swap Termination Value owed by the holders Borrower or such Subsidiary as a result thereof is greater than $175,000,000, and (z) the Borrower or such Subsidiary shall fail to make such payment within the later to occur of five Business Days after the due date thereof and the expiration of any grace periods in such Indebtedness prior Swap Contract applicable to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIsuch payment obligation; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness for borrowed money of the Borrower or such Restricted Subsidiary (other than (x) Indebtedness referred to in clause (a) aboveabove and (y) intercompany Indebtedness) with an aggregate individual outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary with respect to any other term of (A) one or more items of third-party Indebtedness for borrowed money of the Borrower or such Restricted Subsidiary (other than (x) Indebtedness referred to in clause (a) above and (y) intercompany Indebtedness) with an aggregate individual outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party the Borrower or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with the giving of notice, if required) such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (I) clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (II) any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIVII and (III) it is understood and agreed that the occurrence of any event described in this clause (b) that would, prior to the expiration of any applicable grace period, permit the holder or holders of the relevant Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (with the giving of notice, if required) such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be, will not result in a Default or Event of Default under this Agreement prior to the expiration of such grace period; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with the giving of notice, if required) such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by Holdings, the Top Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Top Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of 144 the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with the giving of notice, if required) such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (1) clause (ii) of this paragraph (b) shall not apply to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that hereunder and (2) any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Credit Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.1(a)) above) in an individual principal amount of $5,000,000 or more or with an aggregate outstanding principal amount exceeding the Threshold Amountof $15,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Credit Party with respect to any other material term of (A1) one or more items of Indebtedness with an in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (B2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided provided, that clause with respect to any failure to pay or breach or default under the First Lien Credit Agreement, such event shall only constitute an Event of Default hereunder if there is an Event of Default (iias defined in the First Lien Credit Agreement) under subsection 8.1(a) of this paragraph (b) the First Lien Credit Agreement, if the First Lien Credit Facilities shall have been accelerated or if 60 days have passed since the date of any other Event of Default under the First Lien Credit Agreement and such Event of Default has not apply to secured Indebtedness that becomes due as a result of the voluntary sale been cured or transfer of the property securing waived during such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIperiod; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) aboveabove or any Prepetition Indebtedness so long as the remedies under such Prepetition Indebtedness are subject to the automatic stay applicable under section 362 of the Bankruptcy Code) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Loan Party with respect to any other term of (A) one or more items of Indebtedness (other than Prepetition Indebtedness or other Indebtedness the breach or default of which resulted solely from the commencement of the Cases so long as the remedies under such Prepetition Indebtedness or other Indebtedness are subject to the automatic stay applicable under section 362 of the Bankruptcy Code) with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for in an aggregate principal amount exceeding the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Threshold Amount, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or event of default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case case, beyond the grace or cure period, if any, provided therefor, if but solely to the extent the effect of such breach or event of default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or mandatorily redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; provided, still further, that notwithstanding the foregoing provisions of this Section 7.01(b), any financial maintenance covenants in any ABL Facility or any other revolving credit facility shall be solely for the benefit of the lenders under such ABL Facility or other revolving credit facility, and any breach or violation of any such financial maintenance covenants (x) may be subject to cure rights and (y) shall not be or constitute a Default or Event of Default with respect to any Term Facility unless and until the lenders under such ABL Facility or other revolving credit facility have declared all amounts outstanding thereunder to be immediately due and payable and terminated all outstanding commitments to provide revolving credit extensions thereunder in accordance with the terms of the documentation governing such ABL Facility or other revolving credit facility and such declaration has not been rescinded; provided, still further, that notwithstanding the foregoing provisions of this Section 7.01(b), any technical breach(es), default(s) or event(s) of default under the Existing Credit Agreement or the 2025 Senior Unsecured Note Documents existing on the Performance Chemicals Sale Closing Date and resulting from the Performance Chemicals Sale shall not constitute an Event of Default under this Agreement; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the applicable notice period and grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the applicable notice period and grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (x) with respect to any failure breach or default referred to in clause (ii) above with respect to a financial covenant in any other revolving Indebtedness, such breach or default shall only constitute an Event of Default hereunder if such breach or default has resulted in the acceleration of such Indebtedness and the termination of commitments thereunder, (y) any failure, breach or default described under clauses (i) or (ii) above shall only constitute an Event of Default hereunder if such failure, breach or default is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7 and (z) for the avoidance of doubt, any failure, breach or default described under clauses (i) or (ii) above shall not result in a Default or Event of Default hereunder while any notice period or grace period, if applicable to such failure, breach or default, remains in effect; or

Default in Other Agreements. (i) Failure by Holdingsof the GP, the Borrower or any Subsidiary, after giving effect to any applicable grace period, to make any payment that shall have become due and payable (whether of its Restricted Subsidiaries to pay when due any principal principal, interest or otherwise and regardless of or interest on or any other amount payable amount) in respect of one any Material Obligation (unless such failure shall have been cured or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided thereforwaived); or (ii) breach any condition or default by Holdingsevent shall occur that results in any Material Obligation becoming due, or being required to be prepaid, repurchased, redeemed or defeased, prior to its stated maturity or, in the Borrower or case of any Material Obligation in respect of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreementHedge Agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not being terminated by the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to causeapplicable counterparty, or to permit that enables or permits the holder or holders of such Indebtedness (any Material Obligation or a any trustee or agent on behalf its or their behalf, or, in the case of any Material Obligation in respect of any Hedge Agreement, the applicable counterparty, with or without the giving of notice (but after the lapse of any applicable grace periods), to cause such holder or holders) to cause, such Indebtedness Material Obligation to become due, or be declared due and payable (to require the prepayment, repurchase, redemption or redeemable) defeasance thereof, prior to its stated maturity or or, in the stated maturity case of any underlying obligationMaterial Obligation in respect of any Hedge Agreement, as to cause the case may betermination of such Hedge Agreement, and such condition or event shall be continuing (and not cured or waived); provided that this clause (ii) of this paragraph (b) shall not apply to any secured Indebtedness that becomes Material Obligations becoming due as a result of the voluntary sale or transfer of the property assets securing such Material Obligations or to any Indebtedness if such sale becoming due as a result of a voluntary refinancing thereof permitted under Section 6.1; (iii) any “event of default” (however denominated) shall occur and be continuing (and not cured or transfer is permitted hereunderwaived) under any Permitted Supply & Offtake Agreement; provided, further, that any failure described under clauses (i) or (iiiv) above is unremedied any “Event of Default” (as defined in the Alon USA Energy Credit Agreement) shall occur and is be continuing (and not waived by cured or waived) under the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; orAlon USA Energy Credit Agreement;

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of third-party Indebtedness for borrowed money (other than (x) Indebtedness referred to in clause (a) aboveabove and (y) intercompany Indebtedness) with an aggregate individual outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of third-party Indebtedness for borrowed money (other than (x) Indebtedness referred to in clause (a) above and (y) intercompany Indebtedness) with an aggregate individual outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (I) clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (II) any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7 and (III) with respect to any default, event or condition referred to in clauses (i) or (ii) above resulting from the breach of any financial covenant under any revolving facility (or any refinancing or replacement thereof), in each case other than under the Revolving Facility, such default, event or condition shall only constitute an Event of Default if such default, event or condition results in the demand by the holders of such Indebtedness of repayment thereof and the acceleration of such Indebtedness (and the termination of the commitments thereunder), which demand and acceleration have not been rescinded; or

Default in Other Agreements. (i) Failure by Holdings, the Top Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Top Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or 121 equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that with respect to any default or event or condition referred to in clause (i) or (ii) above with respect to the obligations under the First Lien Credit Agreement or the documentation governing any First Lien Facility, such default, event or condition shall only constitute an Event of Default if such default, event or condition results in the acceleration of the obligations and the termination of commitments thereunder; provided, further, that any such failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (ia) Failure by Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any of its Restricted Subsidiaries the Subsidiary Guarantors shall (i) default in any payment with respect to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than (x) any Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amountbetween or among Holdings, in each case beyond the grace periodU.S. Holdings, if any, provided therefor; or (ii) breach or default by HoldingsU.S. XxxXx, the Borrower or any of its the Restricted Subsidiaries with respect to any other term of Subsidiaries, (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (By) any loan agreement, mortgage, indenture or other agreement relating to such item(sIndebtedness described in Section 8.1 and (z) of Non-Recourse Indebtedness (other thanincluding, for the avoidance of doubt, Non-Recourse Indemnity Guaranties)) in excess of $50,000,000 in the aggregate for Holdings, U.S. Holdings, U.S. XxxXx, the Borrower and such Subsidiary Guarantors, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of Hedging Obligationsany Hedge Agreements, termination events or equivalent events pursuant to the terms of the relevant such Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted SubsidiaryAgreements), in each case beyond the grace period, if any, provided therefor, if the effect of such breach which default or default other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity unless such holder or holders shall have (or through its or their trustee or agent on its or their behalf) waived such default in a writing to the Borrower; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIthereof; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower i)Failure of Company or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (asubsection 7.1) above) with or Contingent Obligations in either an individual or an aggregate outstanding principal amount exceeding the Threshold Amountof $5,000,000 or more, in each case beyond the end of any grace period, if any, period provided therefortherefor (other than pursuant to a Change of Control); or (ii) breach or default by Holdings, the Borrower Company or any of its Restricted Subsidiaries with respect to any other material term of (Aa) one or more items of Indebtedness with an or Contingent Obligations in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (Bb) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted SubsidiaryContingent Obligation(s), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness or Contingent Obligation(s) (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that that, with respect to any breach or default under the First Lien Credit Agreement (other than any breach or default resulting from failure to pay amounts due thereunder), (x) if such breach or default is a Change of Control, such event shall not constitute an Event of Default under this Agreement, and (y) any other breach or default thereunder shall only constitute an Event of Default under this clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness subsection 7.2 if such sale breach or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied default occurs and is not cured or waived by upon the holders earlier of (I) 45 days after the occurrence of such breach or default or (II) Indebtedness under a First Lien Credit Agreement becoming due and payable prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIits stated maturity; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or of any of Company or its Restricted Subsidiaries or Holding to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause Section 8.1(a) and other than Limited Recourse Debt permitted to be incurred hereunder and incurred in connection with one or more Projects to which less than $50,000,000 in the aggregate of the operating income of Company and its Restricted Subsidiaries (aon a consolidated basis) aboveis attributable for the 12-month period immediately preceding the failure to pay such interest, principal or other amounts) in an individual principal amount or with an aggregate outstanding principal amount exceeding the Threshold Amountof $50,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of Company or its Restricted Subsidiaries with respect to any other material term of (A1) one or more items of Indebtedness with an in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above, or (B2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or redeemable) ), or to require the prepayment, redemption, repurchase or defeasance of, or to cause Company or any of its Restricted Subsidiaries to make any offer to prepay, redeem, repurchase or defease that Indebtedness prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or event of default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case case, beyond the grace or cure period, if any, provided therefor, if but solely to the extent the effect of such breach or event of default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or mandatorily redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Article 7; provided, still further, that notwithstanding the foregoing provisions of this Article VIISection 7.01(b), any financial maintenance covenants in any ABL Facility or any other revolving credit facility shall be solely for the benefit of the lenders under such ABL Facility or other revolving credit facility, and any breach or violation of any such financial maintenance covenants (x) may be subject to cure rights and (y) shall not be or constitute a Default or Event of Default with respect to any Term Facility unless and until the lenders under such ABL Facility or other revolving credit facility have declared all amounts outstanding thereunder to be immediately due and payable and terminated all outstanding commitments to provide revolving credit extensions thereunder in accordance with the terms of the documentation governing such ABL Facility or other revolving credit facility and such declaration has not been rescinded; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any Restricted Subsidiary, after the expiration of its Restricted Subsidiaries any applicable grace period, to pay when make any payment that shall have become due any principal and payable (whether of principal, interest or interest on or any other amount payable otherwise) in respect of one or more items of any Material Indebtedness (other than Indebtedness referred to in clause (athe Indenture) above) with an aggregate outstanding principal amount exceeding the Threshold Amountor any obligations under any SPV Credit Facility, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or other than any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Material Indebtedness that automatically accelerates or becomes due as a result of the voluntary sale Cases and is set forth on Schedule 8.1(b), any condition or transfer of event shall occur that results in any Material Indebtedness (including the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (iIndenture) or any obligations under any SPV Credit Facility becoming due, or being required to be prepaid, repurchased, redeemed or defeased, prior to its stated maturity, or in the case of any Hedge Agreement, being terminated, (iiiii) above is unremedied and is not waived by any condition or event shall occur that that enables or permits the holder or holders of any Material Indebtedness (other than the trustee under the Indenture) or the holders of any obligations under any SPV Credit Facility or any trustee or agent on its or their behalf, or, in the case of any Hedge Agreement, the applicable counterparty, with or without the giving of notice, to cause such Material Indebtedness or obligations under such SPV Credit Facility to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity or, in the case of any Hedge Agreement, to cause the termination thereof or (iv) either (A) any portion of the Commitments Indebtedness under any Intercompany Note is owed to a Person other than DLP IV or acceleration (B) the holder of the Loans any Intercompany Note makes a demand thereunder; provided that in no event shall an Event of Default result pursuant to this Article VII; orclause (b) solely as a result of (x) any event of default under Section 8.1(j)(ii) of the DLP VI Credit Agreement as a result of any Person contesting in any manner the validity or enforceability of any material provision of any “Loan Document” as defined in the DLP VI Credit Agreement, unless either (1) such Person is a “Loan Party” as defined in the DLP VI Credit Agreement or an Affiliate thereof or (2) such contest could reasonably be expected to result in an adverse determination or (y) any event of default under Section 10.1(e)(iii) of the DLP IV Credit Agreement as a result of any Person directly or indirectly contesting the effectiveness, validity, binding nature or enforceability of any “Transaction Document” as defined in the DLP IV Credit Agreement, unless either (1) such Person is DLP IV or an Affiliate thereof or (2) such contest could reasonably be expected to result in an adverse determination;

Default in Other Agreements. (i) Failure by Holdings, the Borrower of Company or any of its Restricted Subsidiaries (other than Unrestricted Subsidiaries) to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than items of Indebtedness referred to in clause (a) abovesubsection 10.1) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case of $100,000,000 or more and such failure continues beyond the end of any grace period, if any, period provided therefor; or (ii) breach or default by Holdings, the Borrower Company or any of its Restricted Subsidiaries (other than Unrestricted Subsidiaries) with respect to any other material term of (A) one or more items of any Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount of $100,000,000 or (B) more or any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for and such breach or default continues beyond the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result end of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, period provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity (in each case after the giving or the stated maturity receiving of any underlying obligation, as requisite notice or after the case may belapse of any requisite period); provided that in the event that any non-payment described in clause (i) above or any breach or default described in clause (ii) of this paragraph (b) shall not apply above is, prior to secured Indebtedness that becomes due as a result any acceleration of the voluntary sale Obligations pursuant to this Section 10, cured or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior without (a) any consent, waiver or other fee being paid to such holders, (b) prepayments or theretofore unscheduled reductions of such Indebtedness, (c) any termination additional collateral (or if such Indebtedness was theretofore unsecured, any collateral) being encumbered to secure such Indebtedness or any additional guaranties thereof (or if such Indebtedness was not theretofore guarantied, any guaranty thereof), (d) any amendment to or modification of the Commitments terms of such Indebtedness, except any such amendment or acceleration modification as may be necessary to relax the provisions thereof to cure such non-payment, breach or default, then such non-payment, breach or default shall not constitute an Event of the Loans pursuant to this Article VIIDefault hereunder; or

Default in Other Agreements. (i) Failure by of Holdings, the any Borrower or any of its the Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.1(a)) above) with in an individual or aggregate outstanding principal amount exceeding the Threshold Amount(or Net Xxxx-to-Market Exposure, in each case as applicable) of $12,000,000 or more beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the any Borrower or any of its the Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an (other than Indebtedness referred to in Section 8.1(a)) in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts (or Net Xxxx-to-Market Exposure, as applicable) referred to in clause (i) above or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or redeemablesubject to a compulsory repurchase or redemption) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that this clause (ii) of this paragraph (bb)(ii) shall not apply to secured Indebtedness (other than Indebtedness under any Junior Financing Documents) that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness Indebtedness, if such sale or transfer is permitted hereunder; provided, further, that no such event with respect to Indebtedness under the First Lien Credit Agreement, and no breach or default with respect to Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual or aggregate principal amount (or Net Xxxx- to-Market Exposure, as applicable) of $12,000,000 or more solely as a result of a breach or default under the First Lien Credit Agreement (other than the failure to pay any failure described outstanding principal amount when due with respect to such Indebtedness) shall constitute an Event of Default under clauses this clause (ib) until the Indebtedness under the First Lien Credit Agreement shall have been accelerated or (ii) above is unremedied and is not waived by the holders commitments thereunder have been terminated as a result of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIevent; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Loan Party with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for in an aggregate principal amount exceeding the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Threshold Amount, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause in the case of this subclause (ii) ), a breach or default by any Loan Party with respect to the Term Loan Agreement will not constitute an Event of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result Default unless such breach or default has continued for 60 consecutive days or the agent and/or lenders thereunder have demanded repayment of, or otherwise accelerated, any of the voluntary sale Indebtedness or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIother obligations thereunder; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any Restricted Subsidiary, after the expiration of its Restricted Subsidiaries any applicable grace period, to pay when make any payment that shall have become due any principal and payable (whether of principal, interest or interest on or any other amount payable otherwise) in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amountany Material Indebtedness, in each case beyond the grace period, if any, provided therefor; or (ii) breach any condition or default by Holdingsevent shall occur that results in any Material Indebtedness becoming due, or being required to be prepaid, repurchased, redeemed or defeased, prior to its stated maturity or, in the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result case of any default thereunder by any Loan Party or any Restricted Subsidiary)Hedge Agreement, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to causebeing terminated, or to permit that enables or permits the holder or holders of such any Material Indebtedness (or a any trustee or agent on behalf its or their behalf, or, in the case of any Hedge Agreement, the applicable counterparty, with or without the giving of notice but only after the expiration of any applicable grace period, to cause such holder or holders) to cause, such Material Indebtedness to become due, or be declared due and payable (to require the prepayment, repurchase, redemption or redeemable) defeasance thereof, prior to its stated maturity or or, in the stated maturity case of any underlying obligationHedge Agreement, as to cause the case may betermination thereof; provided that notwithstanding the foregoing, (A) this clause (ii) of this paragraph (b) shall not apply to any secured Indebtedness that becomes becoming due as a result of the voluntary sale or transfer of the property assets securing such Indebtedness if or to any Indebtedness becoming due as a result of a voluntary refinancing thereof permitted under Section 6, (B) any such sale condition or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or event referred to in clause (ii) above is unremedied and is that arises solely as a result of a breach or default under any financial maintenance covenant contained in the Permitted Revolving Indebtedness Documents will not waived by constitute an Event of Default under this clause (b) until the earlier to occur of (I) the applicable Permitted Revolving Indebtedness (or any portion thereof) shall have become due prior to its stated maturity or (II) the holders of the applicable Permitted Revolving Indebtedness, or any agent on their behalf, shall have commenced the Exercise of any Secured Creditor Remedies (as defined in the ABL Intercreditor Agreement) and (C) any such condition or event referred to in clause (ii) above that arises in respect of any Permitted Revolving Indebtedness other than solely as a result of a breach or default under any financial maintenance covenant contained in the Permitted Revolving Indebtedness Documents will not constitute an Event of Default under this clause (b) until the earliest to occur of (I) 30 days following the date of the occurrence of such condition or event, (ii) the applicable Permitted Revolving Indebtedness (or any portion thereof) shall have become due prior to any termination its stated maturity or (III) the holders of the Commitments applicable Permitted Revolving Indebtedness, or acceleration any agent on their behalf, shall have commenced the Exercise of any Secured Creditor Remedies (as defined in the Loans pursuant to this Article VII; orABL Intercreditor Agreement);

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Credit Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) aboveSection 8.1(a)) with an aggregate outstanding principal amount exceeding the Threshold Amountof $7,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Credit Party with respect to any other material term of (A1) one or more items of Indebtedness with an in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (B2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such cause that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided provided, that clause (ii) with respect to any breach or default under the First-Lien Term Loan Agreement, such event shall only constitute an Event of Default under this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness Agreement if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied event occurs and is not cured or waived by within ninety (90) days after the holders occurrence of such Indebtedness prior event (other than with respect to a default under Section 8.1(a) under the First-Lien Term Loan Agreement or acceleration under the First-Lien Term Loan Agreement) and, provided, that with respect to any termination breach or default under the Second-Lien Term Loan Agreement, such event shall only constitute an Event of Default under this Agreement if such event occurs and is not cured or waived within thirty (30) days after the Commitments occurrence of such event (other than with respect to a default under Section 8.1(a) under the Second-Lien Term Loan Agreement or acceleration of under the Loans pursuant to this Article VIISecond-Lien Term Loan Agreement); or

Default in Other Agreements. (i) Failure by Holdings, of the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Material Indebtedness (other than Indebtedness referred to in clause under Swap Contracts) (asuch Material Indebtedness, the “Specified Indebtedness”) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Specified Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Specified Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Specified Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such Specified Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that that, with respect to this clause (ii), failure of the Borrower or any of its Subsidiaries to observe or perform any term, covenant, condition or agreement under any Permitted First Lien Debt Document shall only constitute an Event of Default under this clause (ii) if such failure shall have (x) occurred and be continuing for more than 45 days or (y) resulted in the acceleration of this paragraph all Indebtedness outstanding under the applicable Permitted First Lien Debt Document or (biii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to secured Indebtedness that becomes due which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value owed by the Borrower or such Subsidiary as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer thereof is permitted hereunder; providedgreater than $175,000,000, further, that any failure described under clauses (i) or (iiB) above any Termination Event (as so defined, but which shall not under any circumstances include any “Additional Termination Event” (however described)) under such Swap Contract as to which the Borrower or any Subsidiary is unremedied an Affected Party (as so defined) and (x) the Borrower or such Subsidiary is not waived required to make a payment in connection with such Termination Event, (y) the Swap Termination Value owed by the holders Borrower or such Subsidiary as a result thereof is greater than $175,000,000, and (z) the Borrower or such Subsidiary shall fail to make such payment within the later to occur of five Business Days after the due date thereof and the expiration of any grace periods in such Indebtedness prior Swap Contract applicable to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIsuch payment obligation; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of Company or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.1) above) or Guarantee Obligations with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case of $20,000,000 or more beyond the end of any grace period, if any, or notice period provided thereforin the instrument or agreement under which such Indebtedness or Guarantee Obligations was created; or (ii) breach or default by Holdings, the Borrower Company or any of its Restricted Subsidiaries with respect to any other material term of (Aa) one or more items of Indebtedness with an or Guarantee Obligations in the aggregate outstanding principal amount exceeding the Threshold Amount referred to in clause (i) above or (Bb) any loan agreement, mortgage, indenture or other agreement evidencing, securing or relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted SubsidiaryGuarantee Obligation(s), in each case beyond the if such breach or default continues after any applicable grace period, if any, or notice period provided therefor, if or any other event or condition shall occur or exist, unless cured or waived, and the effect of such breach or default or other event or condition is to cause, or to permit the holder or holders of such that Indebtedness or Guarantee Obligation(s) (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness or Guarantee Obligation(s) to become or be declared due and payable (payable, or redeemable) required to be prepaid other than by a regularly scheduled prepayment, prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on on, or any other amount payable in respect of one or more items of of, any Indebtedness (other than Indebtedness referred to in clause (a) aboveunder the Loan Documents) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case case, beyond the grace period, if any, provided therefortherefor and subject to any required notice of such failure having been given; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any Indebtedness (other term of (Athan Indebtedness under the Loan Documents) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Amount, in each case case, beyond the grace period, if any, provided therefortherefor and subject to any required notice of such failure having been given, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with any required notice of such failure having been given), such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided provided, that this clause (ii) of this paragraph (b) shall not apply to (A) secured Indebtedness that becomes due and payable (or redeemable) as a result of the voluntary Disposition of, or a casualty, condemnation, taking or similar event with respect to, the property securing such Indebtedness, (B) any Indebtedness that becomes due as a result of a voluntary refinancing thereof permitted under Section 6.01 and (C) for the voluntary sale avoidance of doubt, any termination events or transfer equivalent events pursuant to the terms of any Hedge Agreement that are not the property securing such Indebtedness if such sale result of any default thereunder by the Borrower or transfer is permitted hereunderany Restricted Subsidiary; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or7;

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of any Revolving Facility Indebtedness or one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount Amount, (B) any Revolving Facility Indebtedness or (BC) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for exceeding the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Threshold Amount, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, provided further that a breach of any failure described financial maintenance covenant under clauses (i) the documentation governing any such Indebtedness will not constitute a Default or (ii) above is unremedied and is not waived by Event of Default until the date on which the holders of such Indebtedness prior have accelerated the loans, elected to any termination of the Commitments otherwise exercise remedies or acceleration of the Loans pursuant to this Article VIIterminated commitments in respect thereof; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Credit Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or premium on or interest on or any other amount in the nature of interest payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) aboveSection 8.1(a)) with an aggregate outstanding principal amount exceeding the Threshold Amountof $17,250,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Credit Party with respect to any other material term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)i) above, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided provided, that clause with respect to any such failure to pay or breach or default under the First Lien Credit Agreement, such event shall only constitute an Event of Default hereunder if there is an Event of Default (iias defined in the First Lien Credit Agreement) under subsection 8.1(a) of this paragraph the First Lien Credit Agreement, if the First Lien Credit Facilities shall have been accelerated or if 60 days have passed since the date of any Event of Default (bas defined in the First Lien Credit Agreement) shall not apply to secured Indebtedness that becomes due (other than an Event of Default (as a result defined in the First Lien Credit Agreement) under subsection 8.1(a) of the voluntary sale First Lien Credit Agreement) under the First Lien Credit Agreement and such Event of Default under the First Lien Credit Agreement has not been cured or transfer of the property securing waived during such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIperiod; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness for borrowed money of the Borrower or such Restricted Subsidiary (other than (x) Indebtedness referred to in clause (a) aboveabove and (y) intercompany Indebtedness) with an aggregate individual outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary with respect to any other term of (A) one or more items of third-party Indebtedness for borrowed money of the Borrower or such Restricted Subsidiary (other than (x) Indebtedness referred to in clause (a) above and (y) intercompany Indebtedness) with an aggregate individual outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party the Borrower or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with the giving of notice, if required) such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (I) clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (II) any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such 171 Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIVII and (III) it is understood and agreed that the occurrence of any event described in this clause (b) that would, prior to the expiration of any applicable grace period, permit the holder or holders of the relevant Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (with the giving of notice, if required) such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be, will not result in a Default or Event of Default under this Agreement prior to the expiration of such grace period; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower Parent or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the applicable notice period and grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower Parent or any of its Restricted Subsidiaries (other than any Receivables Subsidiary) with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the applicable notice period and grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (x) clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunderhereunder and (y) clause (ii) of this paragraph (b) shall not apply to termination events or equivalent events occurring under any Hedge Agreement in accordance with the terms thereof (it being understood that the failure to pay any amount due as a result of such termination event shall constitute an Event of Default under this paragraph (b)); provided, further, that (x) with respect to any failure breach or default referred to in clause (ii) above with respect to a financial covenant in any such Indebtedness, such breach or default shall only constitute an Event of Default hereunder if such breach or default has resulted in the acceleration of such Indebtedness and the termination of commitments thereunder and (y) any failure, breach or default described under clauses (i) or (ii) above shall only constitute an Event of Default if such failure, breach or default is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by of Holdings, the any Borrower or any of its the Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.1(a)) above) with in an individual or aggregate outstanding principal amount exceeding the Threshold Amount(or Net Xxxx-to-Market Exposure, in each case as applicable) of $12,000,000 or more beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the any Borrower or any of its the Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an (other than Indebtedness referred to in Section 8.1(a)) in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts (or Net Xxxx-to-Market Exposure, as applicable) referred to in clause (i) above or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or redeemablesubject to a compulsory repurchase or redemption) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that this clause (ii) of this paragraph (bb)(ii) shall not apply to secured Indebtedness (other than Indebtedness under any Junior Financing Documents) that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness Indebtedness, if such sale or transfer is permitted hereunder; provided, further, that no such event with respect to Indebtedness under the First Lien Credit Agreement, and no breach or default with respect to Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual or aggregate principal amount (or Net Xxxx-to-Market Exposure, as applicable) of $12,000,000 or more solely as a result of a breach or default under the First Lien Credit Agreement (other than the failure to pay any failure described outstanding principal amount when due with respect to such Indebtedness) shall constitute an Event of Default under clauses this clause (ib) until the Indebtedness under the First Lien Credit Agreement shall have been accelerated or (ii) above is unremedied and is not waived by the holders commitments thereunder have been terminated as a result of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIevent; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any Restricted Subsidiary, after the expiration of its Restricted Subsidiaries any applicable grace period, to pay when make any payment that shall have become due any principal and payable (whether of principal, interest or interest on or any other amount payable otherwise) in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amountany Material Indebtedness, in each case beyond the grace period, if any, provided therefor; or (ii) breach any condition or default by Holdingsevent shall occur that results in any Material Indebtedness becoming due, or being required to be prepaid, repurchased, redeemed or defeased, prior to its stated final maturity or, in the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result case of any default thereunder by any Loan Party or any Restricted Subsidiary)Hedge Agreement, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to causebeing terminated, or to permit that enables or permits the holder or holders of such any Material Indebtedness (or a any trustee or agent on behalf its or their behalf, or, in the case of any Hedge Agreement, the applicable counterparty, or in the case of any Permitted Securitization, the applicable purchasers or lenders thereunder, with or without the giving of notice but only after the expiration of any applicable grace period, to cause such holder or holders) to cause, such Material Indebtedness to become due, or be declared due and payable (to require the prepayment, repurchase, redemption or redeemable) defeasance thereof, prior to its stated maturity or or, in the stated maturity case of any underlying obligationHedge Agreement, as to cause the case may betermination thereof; provided that that, notwithstanding the foregoing, this clause (ii) of this paragraph (b) shall not apply to (A) any secured Indebtedness that becomes becoming due as a result of the voluntary sale or transfer of the property assets securing such Indebtedness, (B) any Indebtedness if such becoming due as a result of a voluntary refinancing thereof permitted under Section 6.1, (C) any Indebtedness becoming due as a result of a voluntary (or, in the case of customary “asset sale sweeps”, “casualty/condemnation sweeps” or transfer is “excess cash flow sweeps”, mandatory) prepayment, repurchase, redemption or defeasance thereof permitted hereunder; provided, further, that any failure described under clauses (i) hereunder or (iiD) above is unremedied and is not waived by the holders of such any Indebtedness becoming due or being required to be prepaid, repurchased, redeemed or defeased, prior to any termination its stated maturity, in each case, as a result of the Commitments or acceleration of the Loans pursuant to this Article VII; ora Special Mandatory Redemption/Prepayment;

Default in Other Agreements. (i) Failure by Holdings, the any Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the any Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any other Restricted Subsidiary, after the expiration of its Restricted Subsidiaries any applicable grace period, to pay when make any payment that shall have become due any principal and payable (whether of principal, interest or interest on or any other amount payable otherwise) in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amountany Material Indebtedness, in each case beyond the grace period, if any, provided therefor; or (ii) breach any condition or default by Holdingsevent shall occur that results in any Material Indebtedness becoming due, or being required to be prepaid, repurchased, redeemed or defeased, prior to its stated final maturity or, in the case of any Hedge Agreement, being terminated, or that enables or permits the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf, or, in the case of any Hedge Agreement, the Borrower applicable counterparty, or in the case of any Permitted Securitization, the applicable purchasers or lenders thereunder, with the 157 1095171012\7\AMERICAS giving of notice if required and after the expiration of any applicable grace period, to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its Restricted Subsidiaries with respect stated maturity or, in the case of any Hedge Agreement, to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding cause the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness termination thereof (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, than termination events or equivalent events pursuant to the terms of the relevant any such Hedge Agreement which are and not the as a result of any default thereunder by any Loan Party Holdings, the Borrower or any other Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that that, notwithstanding the foregoing, this clause (ii) of this paragraph (b) shall not apply to (A) any secured Indebtedness that becomes becoming due as a result of the voluntary sale or transfer of the property assets securing such Indebtedness, (B) any Indebtedness becoming due as a result of a voluntary refinancing thereof permitted under Section 6.1, (C) any Indebtedness becoming due as a result of a voluntary or mandatory prepayment, repurchase, redemption or defeasance thereof permitted hereunder, (D) any Indebtedness becoming due or being required to be prepaid, repurchased, redeemed or defeased, prior to its stated maturity, in each case, as a result of a Special Mandatory Redemption/Prepayment, or (E) any Indebtedness or Hedge Agreement if such sale condition or transfer event is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the applicable holders of such Indebtedness or the counterparties prior to any termination of the Commitments or acceleration accelerations of the Loans pursuant to this Article VII; orSection 8.1;

Default in Other Agreements. (i) Failure Any breach by Holdings, the Borrower or any of its Restricted Principal Subsidiaries of any agreement or instrument relating to pay when due Indebtedness occurs that results in any principal Indebtedness of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to the Borrower and its Principal Subsidiaries in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; $150,000,000 becoming due prior to its scheduled maturity or (ii) breach that enables or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit permits the holder or holders of any such Indebtedness (or a any trustee or agent on its or their behalf of such holder or holders) to cause, cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, in each case after giving effect to any applicable grace period and delivery of any applicable required notice; or, as a result of any such breach, any such Indebtedness shall be declared due and payable required to be prepaid (other than by a regularly scheduled required prepayment, pursuant to any put right (or redeemablesimilar right) of the holder thereof, or by the exercise by the Borrower or any Principal Subsidiary of its right to make a voluntary prepayment) in whole or in part prior to its stated maturity maturity; or there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (1) any event of default under such Swap Contract as to which the stated maturity of Borrower or any underlying obligationPrincipal Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (2) any Termination Event (as defined in such Swap Contract) under such Swap Contract as to which the Borrower or any Principal Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as the case may bea result thereof is greater than $150,000,000; provided that clause (ii) of this paragraph (bSection 9.1(b) shall not apply to secured any (x) Indebtedness that becomes due as a result of the a voluntary sale redemption, repayment or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders refinancing of such Indebtedness effected in accordance with the terms of the agreement governing such Indebtedness and which is not prohibited by this Agreement, or (y) Indebtedness that is mandatorily prepayable or redeemable prior to any termination the scheduled maturity thereof with the proceeds of the Commitments issuance of capital stock, the incurrence of other Indebtedness or acceleration the sale or other disposition of the Loans pursuant any assets, so long as such Indebtedness that has become due is so prepaid or redeemed with such net proceeds required to this Article VIIbe used to prepay such Indebtedness when due (or within any applicable grace period) and such event shall not have otherwise resulted in an event of default with respect to such Indebtedness; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or of any of its Restricted Subsidiaries Credit Party to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.1(a)) above) with an if the aggregate outstanding principal amount exceeding the Threshold Amountof such Indebtedness, together with any other Indebtedness in each case beyond the grace perioddefault, if any, provided thereforis $2,000,000 or more; or (ii) breach or default by Holdings, the Borrower any Credit Party or any of its Restricted their respective Subsidiaries with respect to any other material term of (A1) one or more items of Indebtedness with an in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above, or (B2) any loan agreement, mortgage, indenture or other agreement or instrument relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) or to require the prepayment, redemption, repurchase or defeasance of, or to cause Company or any of its Subsidiaries to make any offer to prepay, redeem, repurchase or defease such Indebtedness, prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause or (iiiii) default in the performance of this paragraph (b) or compliance with any other term contained in any loan agreement, mortgage, indenture, other agreement or instrument and such default shall not apply have been remedied or waived within fifteen (15) days and could reasonably be expected to secured Indebtedness that becomes due as have a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIMaterial Adverse Effect; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any of Holdings or any of its Restricted Subsidiaries Subsidiary to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness for borrowed money (other than Indebtedness referred to in clause (a) aboveSection 8.1(a)) with an aggregate outstanding principal amount exceeding the Threshold Amountof $75.0 million or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any of Holdings, the any Borrower or any of its Restricted Subsidiaries Subsidiary with respect to any other material term of (A) one or more items of Indebtedness with an for borrowed money in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that this clause (ii) of this paragraph (bb)(ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition of the property or assets securing such Indebtedness if permitted hereunder and under the documents providing for such sale or transfer Indebtedness and such Indebtedness is permitted hereunder; provided, further, that any failure described repaid when required under clauses (i) the documents providing for such Indebtedness or (iiy) above is unremedied and is events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not waived by result in the holders occurrence of such an early termination date or any acceleration or prepayment of any amounts or other Indebtedness prior to any termination payable thereunder; or (iii) an “Event of Default” as defined in the Commitments or acceleration of the Loans pursuant to this Article VIIPermitted Secured Debt Documents shall occur; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or event of default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case case, beyond the grace or cure period, if any, provided therefor, if but solely to the extent the effect of such breach or event of default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or mandatorily redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Revolving Loans pursuant to this Article VII7VII; or

Default in Other Agreements. (i) Failure by Holdings, the of Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (asubsection 8.1) above) with or Contingent Obligations in an aggregate outstanding principal amount exceeding the Threshold Amountof $1,000,000 or more, in each case beyond the end of any grace period, if any, period provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other material term of (Aa) one or more items of Indebtedness with an or Contingent Obligations in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (Bb) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted SubsidiaryContingent Obligation(s), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness or Contingent Obligation(s) (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may bebe (upon the giving or receiving of notice, lapse of time, both, or otherwise); provided that clause or (iiiii) a holder of this paragraph (b) shall not apply to secured any other Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing Contingent Obligation declares such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness Contingent Obligations due prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIits stated maturity; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary or Escrow Subsidiary) to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; , or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Loan Party with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging ObligationsHedge Agreements, termination events or equivalent events pursuant to the terms of the relevant such Hedge Agreement Agreements and which are is not the as a result of any default thereunder by any Loan Party or any Restricted Subsidiary (other than any Immaterial Subsidiary or any Escrow Subsidiary)), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or;

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any other Restricted Subsidiary, after the expiration of its Restricted Subsidiaries any applicable grace period, to pay when make any payment that shall have become due any principal and payable (whether of principal, interest or interest on or any other amount payable otherwise) in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amountany Material Indebtedness, in each case beyond the grace period, if any, provided therefor; or (ii) breach any condition or default by Holdingsevent shall occur that results in any Material Indebtedness becoming due, or being required to be prepaid, repurchased, redeemed or defeased, prior to its stated final maturity or, in the case of any Hedge Agreement, being terminated, or that enables or permits the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf, or, in the case of any Hedge Agreement, the Borrower applicable counterparty, or in the case of any Permitted Securitization, the applicable purchasers or lenders thereunder, with the giving of notice if required and after the expiration of any applicable grace period, to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its Restricted Subsidiaries with respect stated maturity or, in the case of any Hedge Agreement, to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding cause the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness termination thereof (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, than termination events or equivalent events pursuant to the terms of the relevant any such Hedge Agreement which are and not the as a result of any default thereunder by any Loan Party Holdings, the Borrower or any other Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that that, notwithstanding the foregoing, this clause (ii) of this paragraph (b) shall not apply to (A) any secured Indebtedness that becomes becoming due as a result of the voluntary sale or transfer of the property assets securing such Indebtedness, (B) any Indebtedness becoming due as a result of a voluntary refinancing thereof permitted under Section 6.1, (C) any Indebtedness becoming due as a result of a voluntary (or, to the extent permitted by Section 2.14(c) or, in the case of Permitted Pari Passu Secured Indebtedness, Sections 2.13(a) or 2.13(d), mandatory) prepayment, repurchase, redemption or defeasance thereof permitted hereunder, (D) any Indebtedness becoming due or being required to be prepaid, repurchased, redeemed or defeased, prior to its stated maturity, in each case, as a result of a Special Mandatory Redemption/Prepayment, (E) any Indebtedness or Hedge Agreement if such sale condition or transfer event is permitted hereunder; providedwaived by the applicable holders or the counterparties prior to any termination of the Commitments or accelerations of the Loans pursuant to this Section 8.1, further, that or (F) any failure described under clauses such condition or event referred to in clause (i) or (ii) above is unremedied that arises solely as a result of a breach or default under any Permitted Revolving Indebtedness Documents until the earlier to occur of (I) the applicable Permitted Revolving Indebtedness (or any portion thereof) shall have become due prior to its stated maturity and is not waived by (II) the holders of such Indebtedness prior to the applicable Permitted Revolving Indebtedness, or any termination agent on their behalf, shall have commenced the Exercise of any Secured Creditor Remedies (as defined in the Commitments or acceleration of the Loans pursuant to this Article VII; orABL Intercreditor Agreement);

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on on, or any other amount payable in respect of one or more items of of, any Indebtedness (other than Indebtedness referred to in clause (a) aboveunder the Loan Documents) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case case, beyond the grace period, if any, provided therefortherefor and subject to any required notice of such failure having been given; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any Indebtedness (other term of (Athan Indebtedness under the Loan Documents) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Amount, in each case case, beyond the grace period, if any, provided therefortherefor and subject to any required notice of such failure having been given, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with any required notice of such failure having been given), such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided provided, that clauses (i) and (ii) shall not not apply to any Indebtedness to the extent the holders thereof are stayed from exercising remedies in connection therewith as a result of the Chapter 11 Cases; provided, further, that clause (ii) of this paragraph (b) shall not apply to (A) secured Indebtedness that becomes due and payable (or redeemable) as a result of the voluntary Disposition of, or a casualty, condemnation, taking or similar event with respect to, the property securing such Indebtedness, (B) any Indebtedness that becomes due as a result of a voluntary refinancing thereof permitted under Section 6.01, and (C) for the voluntary sale avoidance of doubt, any termination events or transfer equivalent events pursuant to the terms of any Hedge Agreement that are not the property securing such Indebtedness if such sale result of any default thereunder by the Borrower or transfer is permitted hereunderany Subsidiary; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or7;

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or event of default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case case, beyond the grace or cure period, if any, provided therefor, if but solely to the extent the effect of such breach or event of default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or mandatorily redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; orprovided, still further, that notwithstanding the foregoing provisions of this Section 7.01(b), any financial maintenance covenants in any ABL Facility or any other revolving credit facility shall be solely for the benefit of the lenders under such ABL Facility or other revolving credit facility, and any breach or violation of any such financial maintenance covenants (x) may be subject to cure rights and (y) shall not be or constitute a Default or Event of Default with respect to any Term Facility unless and until the lenders under such ABL Facility or other revolving credit facility have declared all amounts outstanding thereunder to be immediately due and payable and terminated all outstanding commitments to provide revolving credit extensions thereunder in accordance with the terms of the documentation governing such ABL Facility or other revolving credit facility and such declaration has not been rescinded; provided, still further, that notwithstanding the foregoing provisions of this Section 7.01(b), any technical breach(es), default(s) or event(s) of default under the Existing Credit Agreement or the 2025 Senior Unsecured Note Documents existing on the Performance Chemicals Sale Closing Date and resulting from the Performance Chemicals Sale shall not constitute an Event of Default under this Agreement; oror

Default in Other Agreements. (i) Failure by Holdings, of the Borrower Company or any of its Restricted Subsidiaries to pay when due (at maturity, upon acceleration or otherwise) any principal of or 143 155 interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause subsection 7.1) or Contingent Obligations (a) above) with in an aggregate outstanding principal amount exceeding of $10,000,000 or more, with respect to Indebtedness or Contingent Obligations that are recourse to the Threshold AmountCompany and its Subsidiaries or (b) in an aggregate principal amount of $30,000,000 or more, with respect to Indebtedness or Contingent Obligations that are non-recourse to the Company and its Subsidiaries, in each case beyond the end of any grace period, if any, period provided therefor; or (ii) breach or default by Holdings, the Borrower Company or any of its Restricted Subsidiaries with respect to any other material term of (Aa) one or more items of Indebtedness with an or Contingent Obligations in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (Bb) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted SubsidiaryContingent Obligation(s), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness or Contingent Obligation(s) (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligationobligations, as the case may bebe (upon the giving or receiving of notice, lapse of time, both, or otherwise); provided that clause (ii) that, for purposes of this paragraph (b) shall not apply to secured subsection 7.1B any Indebtedness that becomes due as owed by a result Subsidiary of the voluntary sale or transfer Company shall be deemed to be non-recourse if it is secured by substantially all the assets of the property securing such Indebtedness if Subsidiary and each Subsidiary of such sale or transfer is permitted hereunder; providedSubsidiary, further, that any failure described under clauses (i) or (ii) above is unremedied and but is not waived secured by the holders assets of, or otherwise recourse to, the Company or any of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIits other Subsidiaries; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Note Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or interest on or any other amount amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold AmountMaterial Indebtedness, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower any Note Party or any of its Restricted Subsidiaries with respect to any other term of (A1) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount Material Indebtedness, or (B2) any loan agreement, mortgage, note, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Material Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Material Indebtedness (or a trustee or agent on behalf of such holder or holders) ), with or without the passage of time, to cause, such that Material Indebtedness to become or be declared due and payable (or redeemablesubject to a compulsory repurchase or other redemption) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (iiiii) after May 14, 2020, the principal amount of this paragraph (b) shall not apply to secured outstanding CARES Act Indebtedness that becomes due as a result of the voluntary sale Note Parties and their Subsidiaries exceeds $1,950,000 or transfer (iv) more than 10% of the property securing outstanding CARES Act Indebtedness of the Note Parties and their Subsidiaries does not constitute Eligible CARES Act Indebtedness (any such amount in excess of 10%, the “Excess CARES Act Indebtedness if such sale Amount”), unless (and only for so long as) (x) the Cash balance in the CARES Act Account is equal to or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) greater than the Excess CARES Act Indebtedness Amount or (iiy) above is unremedied and is not waived by the holders of such Excess CARES Act Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIAmount has been repaid in compliance with Section 6.19 hereof; or”

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary or Escrow Subsidiary) to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; , or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Loan Party with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging ObligationsHedge Agreements, termination events or equivalent events pursuant to the terms of the relevant such Hedge Agreement Agreements and which are is not the as a result of any default thereunder by any Loan Party or any Restricted Subsidiary (other than any Immaterial Subsidiary or any Escrow Subsidiary)), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that with respect to any breach, default, event or condition referred to in clause (i) or (ii) above with respect to any Indebtedness with an outstanding principal amount in excess of the Threshold Amount (including the obligations under the First Lien Credit Agreement (or documentation governing any First Lien Facility)), such breach, default, event or condition shall only constitute an Event of Default under this Agreement if such breach, default, event or condition results in the acceleration of the obligations, demand for repayment and, if applicable, the termination of the commitments thereunder; provided, further, that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or;

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunderhereunder or Indebtedness that upon the happening of any such default or event automatically converts in whole into Capital Stock (other than Disqualified Capital Stock) in accordance with its terms; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of Company or any of its Restricted Subsidiaries (other than Unrestricted Subsidiaries) to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than items of Indebtedness referred to in clause (a) abovesubsection 10.1) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case of $100,000,000 or more or beyond the end of any grace period, if any, period provided therefor; or (ii) breach or default by Holdings, the Borrower Company or any of its Restricted Subsidiaries (other than Unrestricted Subsidiaries) with respect to any other material term of (A) one or more items of any Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount of $100,000,000 or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided thereforIndebtedness, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity (upon the giving or the stated maturity receiving of any underlying obligationnotice, as the case may belapse of time, both, or otherwise); provided that in the event that any non-payment described in clause (i) above or any breach or default described in clause (ii) of this paragraph (b) shall not apply above is, prior to secured Indebtedness that becomes due as a result any acceleration of the voluntary sale Obligations pursuant to this Section 10, cured or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior without (a) any consent, waiver or other fee being paid to such holders, (b) prepayments or theretofore unscheduled reductions of such Indebtedness, (c) any termination additional collateral (or if such Indebtedness was theretofore unsecured, any collateral) being encumbered to secure such Indebtedness or any additional guaranties thereof (or if such Indebtedness was not theretofore guarantied, any guaranty thereof), (d) any amendment to or modification of the Commitments terms of such Indebtedness, except any such amendment or acceleration modification as may be necessary to relax the provisions thereof to cure such non-payment, breach or default, then such non-payment, breach or default shall not constitute an Event of the Loans pursuant to this Article VIIDefault hereunder; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or of any of its Restricted Subsidiaries Loan Party to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 6.1(a)) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefortherefore; (ii) any “Event of Default”, “Termination Event”, “Additional Termination Event” or “Triggering Event” occurs (as each such term is defined in any Swap Intercreditor Agreement or Swap Agreement) or (iiiii) any Event of Default under any other document evidencing Indebtedness permitted hereunder or (iv) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Loan Party with respect to any other material term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount any Indebtedness, or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) or to require the prepayment, redemption, repurchase or defeasance of, or to cause any Loan Party to make any offer to prepay, redeem, repurchase or defease such Indebtedness, prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the voluntary sale or transfer type described in clauses (i), (ii) and (iii) of this paragraph (b) shall have occurred and be continuing with respect to Indebtedness the property securing such Indebtedness if such sale or transfer is permitted hereunderoutstanding principal amount of which exceeds in the aggregate $500,000; provided, further, further that any failure described under clauses (i) such event or (ii) above condition is unremedied and is not waived by the holders holder or holder of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIIndebtedness; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of Borrowers or any of its Restricted their Subsidiaries to pay when due or purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (asubsection 8.1) above) with or Contingent Obligations having an aggregate outstanding principal amount exceeding (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit agreement) of more than $15,000,000 in the Threshold Amountaggregate, in each case beyond the end of any grace period, if any, period provided therefor; or (ii) breach or default by Holdings, the Borrower Borrowers or any of its Restricted their Subsidiaries with respect to any other material term of (Aa) one or more items of Indebtedness with an or Contingent Obligations in the aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (Bb) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness or Contingent Obligation(s) (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiaryin such amounts), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness or Contingent Obligation(s) (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligationobligation (upon the giving or receiving of notice, as the case may be; provided that clause (ii) lapse of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale time, both, or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (iotherwise) or (iiiii) above is unremedied and is not waived by any event shall occur under the holders terms of the Senior Note Documents, the Subordinated Indebtedness or the Refinancing Indebtedness which shall require Borrowers or any of their Subsidiaries to purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire all or any portion of such Indebtedness prior of Borrowers except to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIextent permitted by subsection 7.5; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this #95106251v3 #94168740v7#95106251v8 paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any Restricted Subsidiary, after the expiration of its Restricted Subsidiaries any applicable grace period, to pay when make any payment that shall have become due any principal and payable (whether of principal, interest or interest on or any other amount payable otherwise) in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amountany Material Indebtedness, in each case beyond the grace period, if any, provided therefor; or (ii) breach any condition or default by Holdingsevent shall occur that results in any Material Indebtedness becoming due, or being required to be prepaid, repurchased, redeemed or defeased, prior to its stated final maturity or, in the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result case of any default thereunder by any Loan Party or any Restricted Subsidiary)Hedge Agreement, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to causebeing terminated, or to permit that enables or permits the holder or holders of such any Material Indebtedness (or a any trustee or agent on behalf its or their behalf, or, in the case of any Hedge Agreement, the applicable counterparty, or in the case of any Permitted Securitization, the applicable purchasers or lenders thereunder, with or without the giving of notice but only after the expiration of any applicable grace period, to cause such holder or holders) to cause, such Material Indebtedness to become due, or be declared due and payable (to require the prepayment, repurchase, redemption or redeemable) defeasance thereof, prior to its stated maturity or or, in the stated maturity case of any underlying obligationHedge Agreement, as to cause the case may betermination thereof; provided that that, notwithstanding the foregoing, this clause (ii) of this paragraph (b) shall not apply to (A) any secured Indebtedness that becomes becoming due as a result of the voluntary sale or transfer of the property assets securing such Indebtedness, (B) any Indebtedness if such sale or transfer is becoming due as a result of a voluntary refinancing thereof permitted hereunder; providedunder Section 6.1, further(C) any Indebtedness becoming due as a result of a voluntary (or, that any failure described under clauses (ito the extent permitted by Section 2.14(c) or, in the case of Permitted Pari Passu Secured Indebtedness, Sections 2.13(a), 2.13(b) or 2.13(d), mandatory) prepayment, repurchase, redemption or defeasance thereof permitted hereunder or (iiD) above is unremedied and is not waived by the holders of such any Indebtedness becoming due or being required to be prepaid, repurchased, redeemed or defeased, prior to any termination its stated maturity, in each case, as a result of the Commitments or acceleration of the Loans pursuant to this Article VII; ora Special Mandatory Redemption/Prepayment;

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Credit Party or any of its their respective Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.1(a)) above) with in an individual or aggregate outstanding principal amount exceeding the Threshold Amountof $30,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) other than in respect of Indebtedness referred to in sub-clause (b)(iii) below, breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Credit Party with respect to any other term of (A1) one or more items of Indebtedness with an in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (B2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or redeemable) ), or to require the prepayment, redemption, repurchase or defeasance of, or to cause the Borrower or any Restricted Subsidiary of the Borrower to make any offer to prepay, redeem, repurchase or defease that Indebtedness (other than an asset sale proceeds offer with respect to the Secured Term Loans, any Unsecured Debt, any Additional Secured Term Loans or the Refinancing Secured Term Loans to the extent otherwise permitted hereunder), prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or (iii) any Event of Default (as defined in the Secured Term Loan Agreement, any Unsecured Debt Documents, any Additional Secured Term Loan Agreement, any Refinancing Secured Term Loan Agreement or any Qualified Seller Subordinated Debt (or any documentation therefor) shall occur under the Secured Term Loan Agreement, any Unsecured Debt Documents, any Additional Secured Term Loan Agreement, any Refinancing Secured Term Loan Agreement or any Qualified Seller Subordinated Debt (or any documentation therefor); provided that clause any Event of Default (iias defined in the Secured Term Loan Agreement, any Unsecured Debt Documents, any Additional Secured Term Loan Agreement, any Refinancing Secured Term Loan Agreement or any Qualified Seller Subordinated Debt (or any documentation therefor)) of this paragraph (b) shall not apply to secured Indebtedness that becomes due arising thereunder as a result of a default under a financial covenant set forth therein (including, with respect to the voluntary sale Secured Term Loan Agreement, the financial covenant set forth in Section 6.8 thereof) shall not constitute an Event of Default hereunder unless (x) it continues without being cured or transfer of waived for ninety (90) consecutive days after the property securing such Indebtedness if such sale financial statements for the applicable period have been delivered (or transfer is permitted hereunder; provided, further, that any failure described under clauses (iwere required to be delivered) to the Administrative Agent or (iiy) above is unremedied and is not waived by the holders of such Indebtedness prior (A) declare such Indebtedness to be due and payable (or redeemable), require the prepayment, redemption, repurchase or defeasance of, or require the Borrower or any termination Restricted Subsidiary of the Commitments Borrower to make any offer to prepay, redeem, repurchase or acceleration defease such Indebtedness or (B) exercise any rights and remedies against the Borrower or any of the Loans pursuant to this Article VIIits Restricted Subsidiaries available under Secured Term Loan Agreement, any Unsecured Debt Documents, any Additional Secured Term Loan Agreement, any Refinancing Secured Term Loan Agreement or any Qualified Seller Subordinated Debt (or any documentation therefor); or

Default in Other Agreements. (i) Failure by Holdings, of the Borrower or any of its Restricted Subsidiaries Subsidiary to pay when due (after any applicable grace periods) any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness for borrowed money (other than Indebtedness referred to in clause (aSection 8.1(a)) above) in an individual principal amount of $10,000,000 or more or with an aggregate outstanding principal amount exceeding the Threshold Amountof $20,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary with respect to any other term of (A) one or more items of Indebtedness with an for borrowed money in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (iiiii) an “Event of this paragraph (b) Default” as defined in the Revolving Credit Agreement shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) occur or (iiiv) above any event of default or termination event under any Swap Contract to which the Borrower or any Subsidiary is unremedied and is not waived by a party which results in the holders termination or unwinding of such Indebtedness prior to any termination Swap Contract and the Swap Termination Value owed by such Person in respect of such Swap Contract exceeds $10,000,000 individually or $20,000,000 in the Commitments or acceleration of the Loans pursuant to this Article VIIaggregate for all such Swap Contracts; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Credit Party or any of its Restricted their respective Material Subsidiaries to pay when due any principal of or interest on or any other amount amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) aboveSection 8.1(a)) with an aggregate outstanding principal amount exceeding the Threshold Amount(or Net Mxxx-to-Market Exposure) of $1,000,000 or more, in each case beyond the grace period, if any, provided therefortherefore, or failure by Borrower to pay when due all or any portion of any Holders Plan Payment or Itochu Plan Payment in accordance with the Plan; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Credit Party with respect to any other material term of (A1) one or more items of Indebtedness with an in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts (or Net Mxxx-to-Market Exposure) referred to in clause (i) above or (B2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided however that clause (ii) such occurrence with respect to any Indebtedness of this paragraph (b) Ener1 Korea shall not apply constitute an Event of Default until the earlier of (x) ten Business Days following (A) the occurrence of an event with respect to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure as described under clauses in clause (i) above or (iiB) above is unremedied and is not waived by the holders date on which the holder (or holders, including a trustee on behalf of such holder or holders) of such Indebtedness causes (or cause) such Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any termination underlying obligation, and (y) the date on which the holder (or holders, including a trustee on behalf of such holder or holders) of such Indebtedness commences (or commence) the Commitments exercise of remedies against Ener1 Korea or acceleration of the Loans pursuant to this Article VII; orits assets);

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or event of default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case case, beyond the grace or cure period, if any, provided therefor, if but solely to the extent the effect of such breach or event of default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or mandatorily redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Revolving Loans pursuant to this Article VII; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary or Escrow Subsidiary) to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; , or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Loan Party with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging ObligationsHedge Agreements, termination events or equivalent events pursuant to the terms of the relevant such Hedge Agreement Agreements and which are is not the as a result of any default thereunder by any Loan Party or any Restricted Subsidiary (other than any Immaterial Subsidiary or any Escrow Subsidiary)), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or146

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Credit Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.1(a)) above) with in an individual or aggregate outstanding principal amount exceeding the Threshold Amountof $5,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Credit Party with respect to any other material term of (A1) one or more items of Indebtedness with an in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (B2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or redeemable) ), or to require the prepayment, redemption, repurchase or defeasance of, or to cause Holdings, Company or any of its Subsidiaries to make any offer to prepay, redeem, repurchase or defease that Indebtedness (other than an asset proceeds offer under the Senior Subordinated Notes to the extent otherwise permitted hereunder), prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause or (iiiii) any Event of this paragraph Default (as defined in the Senior Subordinated Note Indenture or any Refinancing Notes Indenture) shall occur under the Senior Subordinated Note Indenture or any Refinancing Notes Indenture; or (iv) (a) breach or default by any Credit Party with respect to the Gold Consignment Agreement if the effect thereof is to cause, or permit the consignor to cause, such agreement to terminate or accelerate the obligations thereunder, if the obligations thereunder are not discharged in full by the Credit Parties within 10 days of any such breach or default, or (b) an Acceleration Notice (as 108 defined in the Gold Consignment Intercreditor Agreement) shall not apply to secured Indebtedness that becomes due as a result of have been delivered under the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; orGold Consignment Intercreditor Agreement;

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or event of default by Holdings, the Borrower any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case case, beyond the grace or cure period, if any, provided therefor, if but solely to the extent the effect of such breach or event of default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or mandatorily redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if 129590608_2#96809902v9 such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; provided, still further, that notwithstanding the foregoing provisions of this Section 7.01(b), any financial maintenance covenants in any ABL Facility or any other revolving credit facility shall be solely for the benefit of the lenders under such ABL Facility or other revolving credit facility, and any breach or violation of any such financial maintenance covenants (x) may be subject to cure rights and (y) shall not be or constitute a Default or Event of Default with respect to any Term Facility unless and until the lenders under such ABL Facility or other revolving credit facility have declared all amounts outstanding thereunder to be immediately due and payable and terminated all outstanding commitments to provide revolving credit extensions thereunder in accordance with the terms of the documentation governing such ABL Facility or other revolving credit facility and such declaration has not been rescinded; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Loan Party with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that that, in the case of this subclause (ii), (x) a breach or default by any Loan Party with respect to the Revolving Loan Agreement will not constitute an Event of Default for purposes of this sub-clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result unless such breach or default has continued for 60 consecutive days or the agent and/or lenders thereunder have demanded repayment of, or otherwise accelerated, any of the voluntary sale Indebtedness or transfer other obligations thereunder (or terminated commitments thereunder) and (y) notwithstanding clause (x) above, a breach or default by any Loan Party under Section 6.18 of the property securing such Revolving Loan Agreement will not constitute an Event of Default unless the agent and/or lenders thereunder have terminated the commitments thereunder and demanded repayment of, or otherwise accelerated, Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders other obligations thereunder in an aggregate amount in excess of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII$15,000,000; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower any Loan Party or any of its the Restricted Subsidiaries to pay when due any principal of or interest on or premium on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace 151 period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower any Loan Party or any of its the Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale Disposition of, or transfer of a casualty or condemnation event in respect of, the property securing such Indebtedness if such sale Disposition or transfer casualty or condemnation event is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of all of the outstanding Commitments or and acceleration of all of the outstanding Loans pursuant to this Article VII7; or

Default in Other Agreements. (iI) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due shall (i) default in making any payment of any principal of or interest on or any other amount payable Indebtedness (including any Contingent Obligations in respect of one Indebtedness but excluding the Loans) on the scheduled or more items original due date with respect thereto, or (ii) default in making any payment of any interest on any such Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace periodperiod of grace, if any, provided therefor; in the instrument or agreement under which such Indebtedness was created, or (iiiii) breach default in the observance or default by Holdingsperformance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, the Borrower securing or relating thereto, or any of its Restricted Subsidiaries with respect to any other term of (A) one event shall occur or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreementcondition exist, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach which default or default other event or condition is to cause, or to permit the holder or holders beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or holdersbeneficiary) to cause, with the giving of notice if required, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity (or, in the case of any such Indebtedness constituting a Contingent Obligation in respect of Indebtedness, to become payable) or (II) Holdings shall (i) default in making any payment of any principal of any Indebtedness (including Contingent Obligations in respect of Indebtedness) on the scheduled or original due date with respect thereto, or (ii) default in the observance or performance of any agreement or condition relating to any Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause such Indebtedness to become due prior to its stated maturity (or, in the case of any underlying obligationsuch Indebtedness constituting a Contingent Obligation in respect of Indebtedness, as the case may beto become payable); provided that that, a default, event or condition described in clause (iiI) or (II) of this paragraph (b) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (I) and (II) of this paragraph (b) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $25,000,000; provided, further, that clause (I)(iii) and clause (II)(iii) shall not apply to secured Indebtedness that becomes due as a result of a casualty event or the voluntary sale or transfer of the property or assets securing such Indebtedness Indebtedness, if such sale or transfer is permitted hereunder; provided, further, that any failure described hereunder and under clauses (i) or (ii) above is unremedied and is not waived by the holders of documents providing for such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; orsuch other Indebtedness is concurrently discharged in full;

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Loan Party with respect to any other material term of (A) one or more items of Indebtedness with an in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or 128 redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided , except that clause a breach or default by any Loan Party with respect to any such other material term of the Senior Secured Term Facility Credit Agreement will not constitute an Event of Default unless such breach or default has continued for sixty (ii60) consecutive days or the agent and/or lenders thereunder have demanded repayment of, or otherwise accelerated, any of this paragraph (b) shall not apply to secured the Indebtedness that becomes due or other obligations thereunder or the agent and/or lenders thereunder have commenced the exercise of any other rights or remedies arising as a result of the voluntary sale such breach or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIdefault; or

Default in Other Agreements. (i) Failure by Holdings, the Lead Borrower or any of its Restricted Subsidiaries to pay when due any principal of beyond the applicable grace or interest on cure period, if any, and following all required notices whether by scheduled maturity, required prepayment, acceleration, demand, or any other amount payable otherwise, in respect of one or more items of any Indebtedness (other than Indebtedness referred to in clause (ahereunder) above) with having an aggregate outstanding principal amount exceeding of not less than the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach fails to observe or default by Holdings, the Borrower perform any other agreement or any of its Restricted Subsidiaries with respect condition relating to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are such Swap Contracts and not the as a result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or which default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to causecause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period), such Indebtedness to become due or to be declared due and payable repurchased, prepaid, defeased or redeemed (automatically or redeemable) otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity or the stated maturity of any underlying obligation, as the case may bematurity; provided that this clause (ii) of this paragraph (b) shall not apply to (A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness Indebtedness, if such sale or transfer is permitted hereunder; provided, further, that (B) any failure described under clauses Indebtedness if (ix) or (ii) above is unremedied and is not waived by the holders sole remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto or (y) sole option is to elect, in each case, to convert such Indebtedness into Qualified Capital Stock and cash in lieu of fractional shares, (C) in the case of Indebtedness which the holder thereof may elect to convert into Qualified Capital Stock, such Indebtedness from and after the date, if any, on which such conversion has been effected and (D) any breach or default that is (I) contested in good faith, (II) remedied by the applicable Loan Party or the applicable Restricted Subsidiary or (III) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to any termination of the Commitments or the acceleration of the Loans pursuant to this Article VIISection 7.01(b); or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (X) clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunderhereunder and (Y) this clause (b) shall not apply to the extent such failure is remedied or waived by the holders of the applicable Indebtedness prior to any acceleration of the Loans pursuant to Article 7; provided, further, that no such event (other than the failure to make a principal payment at stated final maturity) under any failure described Asset Financing Facility or CRE Financing shall constitute a Default or Event of Default under clauses this clause (ib) until such Asset Financing Facility or (ii) above is unremedied and is not waived by the holders CRE Financing, as applicable, shall have been accelerated as a result of such Indebtedness prior to any termination of the Commitments event; or acceleration of the Loans pursuant to this Article VII; or129

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a‎(a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the applicable notice period and grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the applicable notice period and grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii‎(ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (x) with respect to any failure described under clauses (i) breach or default referred to in clause (ii) above with respect to a financial covenant in any other revolving Indebtedness, such breach or default shall only constitute an Event of Default hereunder if such breach or default has resulted in the acceleration of such Indebtedness and the termination of commitments thereunder, (y) any failure, breach or default described under clauses ‎(i) or ‎(ii) above shall only constitute an Event of Default hereunder if such failure, breach or default is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII‎Article 7 and (z) for the avoidance of doubt, any failure, breach or default described under clauses ‎(i) or ‎(ii) above shall not result in a Default or Event of Default hereunder while any notice period or grace period, if applicable to such failure, breach or default, remains in effect; oror 184

Default in Other Agreements. (i) Failure by Holdings, the Borrower of Holdings or any of its Restricted the Subsidiaries to pay when due (a) any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in subsection 7.1 and Indebtedness under the Revolving Credit Agreement) in a principal amount outstanding of $3,000,000 or more or (b) any Contingent Obligation (other than a Contingent Obligation in respect of Indebtedness under the Revolving Credit Agreement) in a principal amount of $3,000,000 or more, in each case of clause (a) aboveand (b) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case above beyond the end of any grace period, if any, period provided therefor; or (ii) breach or default by Holdings, the Borrower Holdings or any of its Restricted the Subsidiaries with respect to any other term of (Aa) one any evidence of any Indebtedness (other than Indebtedness under the Revolving Credit Agreement) in a principal amount of $3,000,000 or more items or any Contingent Obligation (other than a Contingent Obligation in respect of Indebtedness with an aggregate outstanding under the Revolving Credit Agreement) in a principal amount exceeding the Threshold Amount of $3,000,000 or more, (Bb) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other thanor Contingent Obligation(s), for or the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result occurrence of any default thereunder by other event, condition or circumstance in respect of any Loan Party such Indebtedness or Contingent Obligation(s) if in any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if under this clause (ii) the effect of such breach or default or event, condition or circumstance is to cause, or to permit the holder or holders of such Indebtedness or Contingent Obligation(s) (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may bebe (upon the giving or receiving of notice, lapse of time, both, or otherwise); or (iii) breach or default by Holdings or any of the Subsidiaries with respect to any term of the Revolving Credit Agreement if the effect of such breach or default or event, condition or circumstance is to cause the Indebtedness under the Revolving Credit Agreement to become or be declared due and payable prior to its stated maturity; provided that clause clauses (ii) of this paragraph and (biii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property assets securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; orIndebtedness.

Default in Other Agreements. (i1) Failure by Holdings, the Borrower or of any of its Restricted Subsidiaries Note Party to pay when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (athe Obligations) above) with an aggregate outstanding having a principal amount exceeding (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of $500,000 individually or $1,000,000 in the Threshold Amount, in each case beyond aggregate for all such Indebtedness and such failure continues after the applicable grace or notice period, if any, provided therefor; or specified in the document relating thereto on the date of such failure, (ii2) any breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any Indebtedness of any Note Party (other term of (Athan the Obligations) one or more items of Indebtedness with an aggregate outstanding having a principal amount exceeding (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of $500,000 individually or $1,000,000 in the Threshold Amount aggregate for all such Indebtedness and such breach or (B) default continues beyond any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the applicable grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit entitles the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, cause such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity (without regard to any subordination terms with respect thereto); (3) a breach or default occurs under the ABG License, which breach or default has a material adverse effect on the Borrower’s rights thereunder; (4) an amendment, breach or default occurs under the ABG-SI License, which amendment, breach or default has a material adverse effect on the Borrower’s rights under the ABG License; (5) a breach or default occurs under the New York Lease, which breach or default has a material adverse effect on the applicable Note Party’s rights thereunder; (6) a breach or default occurs under any SLR Indebtedness Document and such breach or default continues beyond any applicable grace period, if such breach or default entitles SLR Digital Finance LLC (or its successors or assigns as lender under the SLR Indebtedness Documents) to cause such Indebtedness to become or be declared due prior to its stated maturity of (without regard to any underlying obligation, as the case may besubordination terms with respect thereto); provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii7) above is unremedied and is not waived by the holders of such Indebtedness prior to a breach or default occurs under any termination of the Commitments or acceleration of the Loans pursuant to this Article VIISubordinated Debenture; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) aboveabove and the ABL Facility unless, in the case of the ABL Facility, such failure to pay results in the acceleration of the obligations and the termination of the commitments thereunder) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of such Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of such Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with the giving of notice, if required), such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (x) with respect to any breach or default referred to in clause (ii) above with respect to the obligations relating solely to the financial covenant under any revolving credit facility (or any refinancing or replacement of either thereof) such breach or default shall only constitute an Event of Default if it results in the acceleration of the obligations and the termination of commitments thereunder, (y) any “Default” or “Event of Default” under the ABL Facility shall constitute an Event of Default hereunder if (and only if) the lenders under the ABL Facility have actually declared all obligations thereunder to be immediately due and payable in accordance with the terms of the ABL Facility and such declaration has not been rescinded on or before such date and (z) any such failure described under 146 clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. Except as a result of commencement of the Chapter 11 Cases or entry into this Agreement, unless the payment, acceleration and/or the exercise of remedies with respect to any such Indebtedness is stayed by the Bankruptcy Court or unless any of the following results from obligations with respect to which the Bankruptcy Court prohibits or does not permit any Credit Party from applicable compliance, (i) Failure by Holdings, the Borrower failure of any Credit Party or any of its Restricted their respective Subsidiaries to pay when due make any payment (whether of principal of or interest on or any other amount payable and regardless of amount) in respect of one or more items of Indebtedness any Material Indebtedness, when and as the same shall become due and payable (other than Indebtedness referred after giving effect to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the any applicable grace period, if any, provided thereforperiods); or (ii) breach any event or default by Holdings, the Borrower condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or any of its Restricted Subsidiaries with respect that enables or permits (after giving effect to any other term of (Aapplicable grace periods) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such any Material Indebtedness (or a any trustee or agent on its or their behalf of such holder or holders) to cause, such cause any Material Indebtedness to become due, or be declared due and payable (to require the prepayment, repurchase, redemption or redeemable) defeasance thereof, prior to its stated maturity or the stated maturity of any underlying obligation, as the case may bescheduled maturity; provided that this clause (ii) of this paragraph (b) shall not apply to (A) 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; provided, further, that any failure described under clauses (i) or (iiB) above is unremedied and is not waived by Indebtedness in respect of which the holders thereof have the unconditional right to require the issuer thereof to effect a redemption of such Indebtedness prior to any termination the stated maturity of such Indebtedness, solely as a result of the Commitments or acceleration exercise by such holders of the Loans pursuant to this Article VIIsuch right; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Credit Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.1(a)) above) in an individual principal amount of $6,000,000 or more or with an aggregate outstanding principal amount exceeding the Threshold Amountof $12,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Credit Party with respect to any other material term of (A1) one or more items of Indebtedness with an in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (B2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided provided, that clause with respect to any failure to pay or breach or default under the First Lien Credit Agreement, such event shall only constitute an Event of Default hereunder if there is an Event of Default (iias defined in the First Lien Credit Agreement) under subsection 8.1(a) of this paragraph (b) the First Lien Credit Agreement, if the First Lien Credit Facilities shall have been accelerated or if 60 days have passed since the date of any other Event of Default under the First Lien Credit Agreement and such Event of Default has not apply to secured Indebtedness that becomes due as a result of the voluntary sale been cured or transfer of the property securing waived during such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIperiod; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than (x) Indebtedness referred to in clause (a) aboveabove and (y) intercompany Indebtedness) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness (other than (x) Indebtedness referred to in clause (a) above and (y) intercompany Indebtedness) with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (I) clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that hereunder and (II) any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Credit Party or any of its Restricted their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.1(a)) above) with in an individual or aggregate outstanding principal amount exceeding the Threshold Amountof $5,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Credit Party with respect to any other material term of (A1) one or more items of Indebtedness with an in the individual or aggregate outstanding principal amount exceeding the Threshold Amount amounts referred to in clause (i) above or (B2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary)Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or redeemable) ), or to require the prepayment, redemption, repurchase or defeasance of, or to cause Holdings, Borrower or any of its Subsidiaries to make any offer to prepay, redeem, repurchase or defease that Indebtedness (other than an asset sale proceeds offer with respect to the Senior Subordinated Notes or the Refinancing Notes to the extent otherwise permitted hereunder), prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause or (iiiii) any Event of this paragraph Default (bas defined in the Senior Subordinated Note Indenture, any Refinancing Notes Indenture or the Term Credit Agreement or any credit agreement or comparable document in respect of a Permitted Refinancing of the Term Loans) shall not apply to secured Indebtedness that becomes due as occur under the Senior Subordinated Note Indenture, any Refinancing Notes Indenture, the Term Credit Agreement or any credit agreement or comparable document in respect of a result Permitted Refinancing of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIITerm Loans; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted their respective Included Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (aSection 8.1(a)) above) with having an aggregate outstanding principal amount exceeding in excess of the Threshold Amount, in each case beyond the grace period, if any, provided therefor, and such Indebtedness has been accelerated, except to the extent such payment is restricted by a Subordination Agreement in favor of the Collateral Agent; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Loan Party with respect to any other material term of (A) one or more items of Indebtedness with an in the aggregate outstanding principal amount exceeding the Threshold Amount referred to in clause (i) above or (B) any loan agreement, mortgage, indenture or indenture, other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, such that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) or to require the prepayment, redemption, repurchase or defeasance of, or to cause any Loan Party or any of its Included Subsidiaries to make any offer to prepay, redeem, repurchase or defease such Indebtedness, prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be, provided, that the conversion of Indebtedness incurred by Borrower in connection with the Existing Convertible Notes or New Convertible Notes into Equity Interests (or that such Indebtedness has or may become convertible into Equity Interests) in accordance with the indenture governing the Existing Convertible Notes or New Convertible Notes shall not be deemed an Event of Default under this Agreement; or (iii) the occurrence of any “Fundamental Change” as defined by the Indenture; provided, that if any such default is cured or waived without modification to the underlying obligation that is materially adverse to the interests of the Agents or the Lenders (and, for the avoidance of doubt, as permitted in accordance with Section 6.14) prior to the date that any Agent or Lender shall have given notice of default or accelerated the Indebtedness, then any Event of Default arising under this subsection (b) shall be deemed cured; provided that clause (ii) of this paragraph (bb)(ii) shall not apply to secured Indebtedness that becomes due (or requires an offer to purchase) as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness Indebtedness, if such sale or transfer is permitted hereunderhereunder and under the documents providing for such Indebtedness); provided, further, that any such failure described under clauses (i) or (ii) above breach is unremedied and is not waived by the required holders of such Indebtedness prior or counterparty to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIIsuch Material Contract; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII7; oror 136

Default in Other Agreements. (i) Failure by Holdings, the Borrower of any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries Loan Party with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging ObligationsHedge Agreements, termination events or equivalent events pursuant to the terms of the relevant such Hedge Agreement Agreements and which are is not the as a result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the 122 stated maturity of any underlying obligation, as the case may be; provided that with respect to any breach, default, event or condition referred to in clause (i) or (ii) above with respect to the obligations under the First Lien Credit Agreement (or documentation governing any First Lien Facility), such breach, default, event or condition shall only constitute an Event of Default under this Agreement if such breach, default, event or condition results in the acceleration of the obligations, demand for repayment and, if applicable, the termination of the commitments thereunder; provided, further, clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or

Default in Other Agreements. (i) Failure by Holdings, the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with the giving of notice, if required) such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (1) clause (ii) of this paragraph (b) shall not apply to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that hereunder and (2) any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VII; or