Common use of Default on Other Indebtedness Clause in Contracts

Default on Other Indebtedness. A default (other than a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of any amount when due, whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1) of the Cayman Borrower or any of its Subsidiary if either (i) the principal or stated amount thereof is $100,000,000 or more (or the equivalent in other currencies) or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currencies), or a default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or, in the case of Indebtedness of the Cayman Borrower only, to permit (with notice or lapse of time or both) the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable or require such Indebtedness to be prepaid, redeemed, purchased or defeased or require an offer to purchase or defease such Indebtedness prior to its expressed maturity.

Default on Other Indebtedness. (i) A Loan Party or Subsidiary thereof shall default (other than a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of any amount when duedue (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, on any Indebtedness (other than Indebtedness described in Section 8.1.1) of the Cayman Borrower or any of its Subsidiary if either (i) the principal or stated amount thereof is $100,000,000 or more (or the equivalent in other currencies) or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currencies)Material Indebtedness, or a Loan Party or Subsidiary thereof shall default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the performance or observance of any covenant, obligation or condition with respect to such any Material Indebtedness if and the effect of such default is to accelerate the maturity of any such Material Indebtedness or, in the case of Indebtedness of the Cayman Borrower only, or to permit (with notice or lapse of time or both) the holder or holders of such Material Indebtedness, or any trustee or agent for such holders, to cause or declare any such Material Indebtedness to become immediately due and payable payable, or to require any such Material Indebtedness to be or prepaid, redeemed, purchased or defeased, or to require an offer to purchase or defease any such Material Indebtedness to be made, prior to its expressed maturity, or (ii) any Material Indebtedness shall otherwise be required to be prepaid, redeemed, purchased or defeased defeased, or require an offer to purchase or defease such Material Indebtedness to be made, prior to its expressed maturity; provided, that this clause (g) shall not apply to (x) secured Indebtedness permitted under this Loan Agreement that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, to the extent such Indebtedness is promptly repaid in full with the proceeds thereof, and (y) guarantees of Indebtedness that are satisfied promptly upon demand.

Default on Other Indebtedness. A default (other than a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of when due (subject to any amount when dueapplicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Recourse Indebtedness (other than Indebtedness described in Section 8.1.18.1.1 or Indebtedness with respect to Foreign Non-Borrowing Base Property Subsidiaries) of the Cayman Borrower Consolidated Group having a principal amount, individually or any in the aggregate, in excess of its Subsidiary if either (i) the principal or stated amount thereof is $100,000,000 or more (or the equivalent in other currencies) or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currencies)25,000,000, or a default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the performance or observance of any obligation or condition, or any other event shall occur or condition shall exist, in either case, with respect to such Recourse Indebtedness (subject to any applicable grace period) if the effect of such default or other event or condition is to accelerate the maturity of any such Recourse Indebtedness or, in the case of Indebtedness of the Cayman Borrower only, to permit (with notice or lapse of time or both) the holder or holders of cause such Indebtedness, or any trustee or agent for such holders, to cause or declare such Recourse Indebtedness to become due and payable or to require such Recourse Indebtedness to be prepaid, redeemed, purchased or defeased defeased, or require to cause an offer to purchase or defease such Recourse Indebtedness to be required to be made, prior to its expressed maturity; provided, however, that payments required pursuant to the terms of an instrument or agreement otherwise permitted hereunder, that are not the result of a default in the performance or observance of any obligation or condition, shall not be deemed a default under this Section 8.1.5.

Default on Other Indebtedness. A default (other than i) a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of any amount when duedue (subject to any applicable grace or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1the Obligations) of the Cayman Borrower any Credit Party or any of its Subsidiary if either (i) the having a principal or stated amount thereof is amount, individually or in the aggregate, in excess of $100,000,000 or more (or the equivalent in other currencies) or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currencies)1,000,000, or a default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the performance or observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or, in the case of Indebtedness of the Cayman Borrower only, to permit (with notice or lapse of time or both) the holder or holders of such Indebtedness, or (ii) any trustee Indebtedness of any Credit Party or agent for such holdersSubsidiary having a principal or stated amount, to cause individually or declare such Indebtedness to become due and payable or require such Indebtedness in the aggregate, in excess of $1,000,000 shall otherwise be required to be prepaid, redeemed, purchased or defeased defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity; provided, further, that, an Event of Default under this clause (f) caused by the occurrence of a breach or default with respect to Indebtedness in excess of the $1,000,000 shall be cured for purposes of this Agreement upon the Person asserting such breach or default waiving such breach or default in writing or such Person delivering written notice to the applicable Credit Party or Subsidiary that such breach or default has been cured in accordance with the terms of such Indebtedness if, at the time of such waiver or such cure neither the Administrative Agent nor the Lenders has exercised any remedies with respect to such Event of Default.

Default on Other Indebtedness. A Loan Party or Subsidiary thereof shall default (other than a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of any amount when duedue (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, on any Indebtedness (other than Indebtedness described in Section 8.1.1) of the Cayman Borrower or any of its Subsidiary if either (i) the principal or stated amount thereof is $100,000,000 or more (or the equivalent in other currencies) or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currencies)Material Indebtedness, or a Loan Party or Subsidiary thereof shall default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the performance or observance of any covenant, obligation or condition with respect to such any Material Indebtedness if and the effect of such default is to accelerate the maturity of any such Material Indebtedness or, in the case of Indebtedness of the Cayman Borrower only, or to permit (with notice or lapse of time or both) the holder or holders of such Material Indebtedness, or any trustee or agent for such holders, to cause or declare any such Material Indebtedness to become immediately due and payable payable, or to require any such Material Indebtedness to be or prepaid, redeemed, purchased or defeased, or to require an offer to purchase or defease any such Material Indebtedness to be made, prior to its expressed maturity, or (ii) any Material Indebtedness shall otherwise be required to be prepaid, redeemed, purchased or defeased defeased, or require an offer to purchase or defease such Material Indebtedness to be made, prior to its expressed maturity; provided, that this clause (g) shall not apply to (x) secured Indebtedness permitted under this Loan Agreement that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, to the extent such Indebtedness is promptly repaid in full with the proceeds thereof, and (y) guarantees of Indebtedness that are satisfied promptly upon demand; provided further that this clause (g) shall not apply if the relevant circumstance or event has been remedied or waived by the holders of such Material Indebtedness prior to any exercise of remedies pursuant to Section 10.02.

Default on Other Indebtedness. (i) A default (other than a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of when due (subject to any amount when dueapplicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1clause (a) above) of the Cayman Borrower any Obligor or any of its Subsidiary if either (i) the principal Subsidiaries or stated amount thereof is $100,000,000 or more (or the equivalent in any other currencies) Obligor, including any Guarantee Obligation; or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currencies), or a default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the performance or observance of any obligation obligation, agreement or condition with respect to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto; or (iii) any other event shall occur or condition exist, if (x) the effect of such default default, event or condition is to accelerate the maturity of any such Indebtedness oror (y) such default, in the case event or condition shall continue unremedied for any applicable period of Indebtedness of the Cayman Borrower only, time sufficient to permit (with notice or lapse of time or both) the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable or to require such Indebtedness to be prepaid, redeemed, purchased or defeased defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity; provided that a default, event or condition described in this clause (e) 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 this clause (e) shall have occurred and be continuing with respect to such Indebtedness having, in the aggregate, an outstanding principal amount (or, in the case of any Hedge Agreement, a Hedge Agreement Value) equal to or in excess of the Dollar Equivalent of $1,000,000.

Default on Other Indebtedness. A default (other than i) a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of any amount when duedue (subject to any applicable grace or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1the Obligations) of the Cayman Borrower or any of its Subsidiary if either (i) the Credit Party having a principal or stated amount thereof is amount, individually or in the aggregate, in excess of $100,000,000 or more (or the equivalent in other currencies) or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currencies)2,500,000, or a default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the performance or observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or, in the case of Indebtedness of the Cayman Borrower only, to permit (with notice or lapse of time or both) the holder or holders of such Indebtedness, (ii) any Indebtedness of any Credit Party having a principal or any trustee stated amount, individually or agent for such holdersin the aggregate, to cause or declare such Indebtedness to become due and payable or require such Indebtedness in excess of $2,500,000 shall otherwise be required to be prepaid, redeemed, purchased or defeased defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturitymaturity or, (iii) an Event of Default (as defined in the Pennsylvania Mortgage Credit Agreement) shall occur or (iv) an Event of Default (as defined in the Vireo Credit Agreement) shall occur; provided, that an Event of Default under clauses (i) or (ii) of this clause (f) caused by the occurrence of a breach or default with respect to Indebtedness in excess of the $2,500,000 shall be cured for purposes of this Agreement upon the Person asserting such breach or default waiving such breach or default in writing or such Person delivering written notice to the applicable Credit Party that such breach or default has been cured in accordance with the terms of such Indebtedness if, at the time of such waiver or such cure neither the Administrative Agent nor the Lenders has exercised any remedies with respect to such Event of Default.

Default on Other Indebtedness. A default (other than a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of when due (subject to any amount when dueapplicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Recourse Indebtedness (other than Indebtedness described in Section 8.1.18.1.1 or Indebtedness with respect to Foreign Subsidiaries) of the Cayman Borrower Consolidated Group having a principal amount, individually or any in the aggregate, in excess of its Subsidiary if either (i) the principal or stated amount thereof is $100,000,000 or more (or the equivalent in other currencies) or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currencies)25,000,000, or a default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the performance or observance of any obligation or condition, or any other event shall occur or condition shall exist, in either case, with respect to such Recourse Indebtedness (subject to any applicable grace period) if the effect of such default or other event or condition is to accelerate the maturity of any such Recourse Indebtedness or, in the case of Indebtedness of the Cayman Borrower only, to permit (with notice or lapse of time or both) the holder or holders of cause such Indebtedness, or any trustee or agent for such holders, to cause or declare such Recourse Indebtedness to become due and payable or to require such Recourse Indebtedness to be prepaid, redeemed, purchased or defeased defeased, or require to cause an offer to purchase or defease such Recourse Indebtedness to be required to be made, prior to its expressed maturity; provided, however, that payments required pursuant to the terms of an instrument or agreement otherwise permitted hereunder, that are not the result of a default in the performance or observance of any obligation or condition, shall not be deemed a default under this Section 8.1.5.

Default on Other Indebtedness. A default (other than a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of any amount when duedue (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1) of the Cayman Borrower Company or any of its Subsidiary if either Subsidiaries (iother than a Receivables Subsidiary) the or any other Obligor having a principal or stated amount thereof is amount, individually or in the aggregate, in excess of $100,000,000 or more (or the equivalent in other currencies) or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currencies)60,000,000, or a default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or, in the case or such default shall continue unremedied for any applicable period of Indebtedness of the Cayman Borrower only, time sufficient to permit (with notice or lapse of time or both) the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable or to require such Indebtedness to be prepaid, redeemed, purchased or defeased defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity; provided, that a default, event or condition described in this Section in respect of the First Lien Loan Documents shall not at any time constitute an Event of Default (other than (i) a default, event or condition set forth in Section 8.1.1 of the First Lien Credit Agreement which shall constitute an Event of Default unless such default, event or condition is not cured or waived within 10 Business Days after the occurrence of such default, event or condition or (ii) the declaration of all or any portion of such Indebtedness to be immediately due and payable which shall constitute an immediate Event of Default).

Default on Other Indebtedness. A default (other than a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of any amount when duedue (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1) of the Cayman Borrower Company or any of its Subsidiary if either (i) the Subsidiaries or any other Obligor having a principal or stated amount thereof is amount, individually or in the aggregate, in excess of $100,000,000 or more 7,500,000 (or the equivalent in other currencies) or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currenciesDollar Equivalent thereof), or a default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or, in the case or such default shall continue unremedied for any applicable period of Indebtedness of the Cayman Borrower only, time sufficient to permit (with notice or lapse of time or both) the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable or to require such Indebtedness to be prepaid, redeemed, purchased or defeased defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity; provided that a default under any Indebtedness issued under the Indentures resulting in an acceleration of such Indebtedness thereunder shall not constitute an Event of Default under this Section 8.1.5 prior to the termination of the Term Loan Commitments.

Default on Other Indebtedness. A default (other than a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of when due (subject to any amount when dueapplicable grace period or, whether by acceleration or otherwise, of any principal Indebtedness of the Borrower or stated amount of, or interest or fees on, any Indebtedness of its Subsidiaries (other than Aladdin Music and AMH) (other than Indebtedness described in Section 8.1.1) 8.1.1 or unsecured Indebtedness of the Cayman Borrower or any such Subsidiary incurred in the ordinary course of its Subsidiary if either business (iincluding open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services, but excluding, however, (x) Indebtedness incurred through the borrowing of money and (y) Contingent Liabilities in respect of Indebtedness other than Indebtedness of the nature referred to in clause (d) thereof)) having a principal amount, individually or stated amount thereof is in the aggregate, in excess of $100,000,000 or more (or the equivalent in other currencies) or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currencies)2,000,000, or a default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) Default shall occur (and shall not have been cured or waived) in the performance or observance of any obligation or condition with respect to such Indebtedness (subject to any applicable grace period) if the effect of such default Default is to accelerate the maturity of any such Indebtedness or, in the case or such Default shall continue unremedied for any applicable period of Indebtedness of the Cayman Borrower only, time sufficient to permit (with notice or lapse of time or both) the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable or to require such Indebtedness to be prepaid, redeemed, purchased or defeased defeased, or require to cause an offer to purchase or defease redeem such Indebtedness to be required to be made, prior to its expressed maturity.

Default on Other Indebtedness. A default (other than i) a default described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the payment of any amount when duedue (subject to any applicable grace or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1the Obligations) of the Cayman Borrower any Credit Party or any of its Restricted Subsidiary if either (i) the having a principal or stated amount thereof is amount, individually or in the aggregate, in excess of $100,000,000 or more (or the equivalent in other currencies) or (ii) the aggregate principal or stated amount of all such defaulted Indebtedness is $250,000,000 or more (or the equivalent in other currencies)1,000,000, or a default (other than a default existing on the Closing Date and described in Item 8.1.5 of the Disclosure Schedule) shall occur (and shall not have been cured or waived) in the performance or observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or, in the case of Indebtedness of the Cayman Borrower only, to permit (with notice or lapse of time or both) the holder or holders of such Indebtedness, or (ii) any trustee Indebtedness of any Credit Party or agent for such holdersRestricted Subsidiary having a principal or stated amount, to cause individually or declare such Indebtedness to become due and payable or require such Indebtedness in the aggregate, in excess of $1,000,000 shall otherwise be required to be prepaid, redeemed, purchased or defeased defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity; provided, further that, an Event of Default under this clause (f) caused by the occurrence of a breach or default with respect to Indebtedness in excess of the $1,000,000 shall be cured for purposes of this Agreement upon the Person asserting such breach or default waiving such breach or default in writing or such Person delivering written notice to the applicable Credit Party or Restricted Subsidiary that such breach or default has been cured in accordance with the terms of such Indebtedness if, at the time of such waiver or such cure neither the Administrative Agent nor the Lenders has exercised any remedies with respect to such Event of Default.