Common use of Default on Other Indebtedness Clause in Contracts

Default on Other Indebtedness. (i) a default shall occur in the payment of any amount when due (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 the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer.

Default on Other Indebtedness. (ia) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a default shall occur principal amount of at least $100,000,000 (or the equivalent in other currencies) in the payment of any amount when due aggregate (subject to any applicable grace but excluding Indebtedness hereunder or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Indebtedness failure shall continue after the applicable grace period, if any, specified in the effect of such default is agreement or instrument relating to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, ; (iib) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs occurrence under any Hedging Agreement Instrument of an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging AgreementInstrument) resulting from (A) any event of default under such Hedging Agreement Instrument as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person Defaulting Party (as defined in the such Hedging AgreementInstrument) or (B) any “termination event” or similarly defined event Termination Event (as defined in the Hedging Agreementso defined) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging Agreementso defined) and, in either event, the Swap Termination Value termination value with respect to any such Hedging Instrument owed by the Credit Parties or such Subsidiary Borrower as a result thereof is greater than $3,000,000100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods; provided that this clause (ec) any other event shall not apply occur or condition shall exist under any agreement or instrument evidencing, securing or relating to secured any such Indebtedness that becomes and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due directly and payable prior to its scheduled maturity (other than as a result of (x) a casualty or condemnation event or (y) the voluntary any sale or transfer other disposition of the any property or assets securing under the terms of such Indebtedness); or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness). For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such sale or transfer is permitted hereunder and under the documents providing for instrument were terminated at such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfertime.

Default on Other Indebtedness. (i) a default shall occur in the payment of any amount when due (subject subject, except in the case of acceleration, 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 the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,00010,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a any Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 10,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 10,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,00010,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer; provided, further, that any Event of Default pursuant to this clause (e) arising solely as a result of a default or an event of default under the Existing Credit Agreement shall be deemed cured or waived, as applicable, if and to the extent such corresponding default or event of default has been cured or waived under the Existing Credit Agreement.

Default on Other Indebtedness. (i) a A default shall occur in the payment of any amount when due (subject to any applicable grace or cure period)due, whether by scheduled repayment, prepayment, acceleration or otherwise, in respect of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations Indebtedness described in Section 9.1.1 and Hedging AgreementsIndebtedness under Swap Agreements described in clause (ii) hereof) of any Credit Loan Party or any Subsidiary of any Credit Party having a principal (A) under Cash Management Liabilities or stated amount(B) other Material Indebtedness or, individually or in the aggregatecase of clause (i)(A) or clause (i)(B), in excess of $3,000,000, or a default shall occur in the performance or observation observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to either (a) accelerate the maturity of any such Indebtedness or to (b) permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, payable prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, maturity or (ivii) there occurs under any Hedging Swap Agreement between any Loan Party or any of its Subsidiaries, on the one hand, and a counterparty, on the other hand, an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging Swap Agreement) resulting from (Aa) any event of default under such Hedging Swap Agreement as to which the Borrower such Loan Party or any of its Subsidiaries such Subsidiary thereof is the “defaulting party” or similarly defined person a Defaulting Party (as defined in the Hedging such Swap Agreement) or (Bb) any “termination event” or similarly defined event Termination Event (as defined in the Hedging such Swap Agreement) under such Hedging Swap Agreement as to which such Loan Party or such Subsidiary thereof is the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging such Swap Agreement) and, in either event, if the Swap counterparty is not a Lender or an Affiliate of a Lender, the Termination Value owed by the Credit Parties such Loan Party or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer10,000,000.

Default on Other Indebtedness. (i) a A default shall occur in the payment of any amount when due (subject to any applicable grace period or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging AgreementsObligations) of any Credit Party Party, or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,00020,000,000, or a default shall occur in the performance or observation observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, payable or (iiiii) a default shall occur an “Event of Default” (after expiration of any available grace or cure periods) as defined in the performance Convertible Senior Notes) shall have occurred and be continuing under the Convertible Senior Notes if the effect of such Event of Default is to permit the holder or observance holders of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amountsuch Indebtedness, individually or in the aggregate, in excess of $3,000,000 or any trustee or agent for such Indebtedness shall be required holders, to be prepaid, redeemed, purchased cause or defeased, or require an offer to purchase or defease declare such Indebtedness to be madebecome immediately due and payable or if, as a result of such Event of Default thereunder, the maturity of any Notes (as defined in the Convertible Senior Notes) thereunder has been accelerated, the Commitments (as defined therein) shall have been terminated or the noteholders otherwise shall cause such Notes to become due and payable (or require the conversion of such Convertible Senior Notes) in its entirety prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause clauses (ei) and (ii) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event Indebtedness which is convertible into Capital Stock and converts to Capital Stock in accordance with its terms and such conversion is not prohibited hereunder or (y) any breach or default that is waived (including in the voluntary sale form of amendment or transfer forbearance) by the required holders of the property or assets securing such applicable item of Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness in either case, prior to the extent that such Credit Party’s obligations with respect acceleration of Loans pursuant to such Indebtedness are extinguished in full upon such sale or transferSection 10.02.

Default on Other Indebtedness. (i) a A Loan Party or Subsidiary thereof shall default shall occur in the payment of any amount when due (subject to any applicable grace or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees onon any Material Indebtedness, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit or a Loan Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a thereof shall default shall occur in the performance or observation observance of any covenant, obligation or condition with respect to any such Material Indebtedness if and the effect of such default is to accelerate the maturity of such Material Indebtedness or to permit 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, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or require any such Material Indebtedness shall be required 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 (iiiii) any Material Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Material Indebtedness to be made, prior to its expressed maturity; provided, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (eg) shall not apply to (x) secured Indebtedness permitted under this Loan Agreement that becomes due directly as a result of the Disposition (x) including as a result of a casualty or condemnation event or (yevent) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished 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 sale or transferMaterial Indebtedness prior to any exercise of remedies pursuant to Section 10.02.

Default on Other Indebtedness. (i) a A default shall occur in the payment of any amount when due (subject to any applicable grace period or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging AgreementsObligations) of any Credit Party Party, or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,00015,000,000, or a default shall occur in the performance or observation observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, payable or (iiiii) a default shall occur an “Event of Default” (after expiration of any available grace or cure periods) as defined in the performance Convertible Senior Notes) shall have occurred and be continuing under the Convertible Senior Notes if the effect of such Event of Default is to permit the holder or observance holders of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amountsuch Indebtedness, individually or in the aggregate, in excess of $3,000,000 or any trustee or agent for such Indebtedness shall be required holders, to be prepaid, redeemed, purchased cause or defeased, or require an offer to purchase or defease declare such Indebtedness to be madebecome immediately due and payable or if, as a result of such Event of Default thereunder, the maturity of any Notes (as defined in the Convertible Senior Notes) thereunder has been accelerated, the Commitments (as defined therein) shall have been terminated or the noteholders otherwise shall cause such Notes to become due and payable (or require the conversion of such Convertible Senior Notes) in its entirety prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause clauses (ei) and (ii) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event Indebtedness which is convertible into Capital Stock and converts to Capital Stock in accordance with its terms and such conversion is not prohibited hereunder or (y) any breach or default that is waived (including in the voluntary sale form of amendment or transfer forbearance) by the required holders of the property or assets securing such applicable item of Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness in either case, prior to the extent that such Credit Party’s obligations with respect acceleration of Loans pursuant to such Indebtedness are extinguished in full upon such sale or transfer.Section 10.02. (f)

Default on Other Indebtedness. (ia) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a default shall occur principal amount of at least $100,000,000 (or the equivalent in other currencies) in the payment of any amount when due aggregate (subject to any applicable grace but excluding Indebtedness hereunder or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Indebtedness failure shall continue after the applicable grace period, if any, specified in the effect of such default is agreement or instrument relating to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, ; (iib) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs occurrence under any Hedging Agreement Instrument of an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging AgreementInstrument) resulting from (A) any event of default under such Hedging Agreement Instrument as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person Defaulting Party (as defined in the such Hedging AgreementInstrument) or (B) any “termination event” or similarly defined event Termination Event (as defined in the Hedging Agreementso defined) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging Agreementso defined) and, in either event, the Swap Termination Value termination value with respect to any such Hedging Instrument owed by the Credit Parties or such Subsidiary Borrower as a result thereof is greater than $3,000,000100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods; provided that this clause (ec) any other event shall not apply occur or condition shall exist under any agreement or instrument evidencing, securing or relating to secured any such Indebtedness that becomes and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due directly and payable prior to its scheduled maturity (other than as a result of (x) a casualty or condemnation event or (y) the voluntary any sale or transfer other disposition of the any property or assets securing under the terms of such Indebtedness); or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 8.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such sale or transfer is permitted hereunder and under the documents providing for instrument were terminated at such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfertime.

Default on Other Indebtedness. The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (ior the equivalent in other currencies) a default shall occur in the payment of any amount when due aggregate (subject to any applicable grace but excluding Indebtedness hereunder or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Indebtedness failure shall continue after the applicable grace period, if any, specified in the effect of such default is agreement or instrument relating to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (iib) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs occurrence under any Hedging Agreement Instrument of an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging AgreementInstrument) resulting from (A) any event of default under such Hedging Agreement Instrument as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person Defaulting Party (as defined in the such Hedging AgreementInstrument) or (B) any “termination event” or similarly defined event Termination Event (as defined in the Hedging Agreementso defined) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging Agreementso defined) and, in either event, the Swap Termination Value termination value with respect to any such Hedging Instrument owed by the Credit Parties or such Subsidiary Borrower as a result thereof is greater than $3,000,000; provided that this clause 100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (ec) any other event shall not apply occur or condition shall exist under any agreement or instrument evidencing, securing or relating to secured any such Indebtedness that becomes and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due directly and payable prior to its scheduled maturity (other than as a result of (x) a casualty or condemnation event or (y) the voluntary any sale or transfer other disposition of the any property or assets securing under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such sale or transfer is permitted hereunder and under the documents providing for instrument were terminated at such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfertime.

Default on Other Indebtedness. (i) a A default shall occur in the payment of any amount when due (subject to any applicable grace period or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreementsor the First Lien Indebtedness) of any Credit Party Party, or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,0001,500,000, or a default shall occur in the performance or observation observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or the Administrative Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be or prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, maturity or (iii) an “Event of Default” (as defined in the First Lien Credit Agreement) shall have occurred and be continuing under the First Lien Credit Agreement and as a result of such Event of Default thereunder the maturity of any Loans (as defined in the First Lien Credit Agreement) thereunder has been accelerated, the Commitments (as defined therein) shall have been terminated or the First Lien Agent or First Lien Lenders otherwise shall cause such First Lien Indebtedness of to become due and payable (or require any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease redeem such Indebtedness to be made, First Lien Indebtedness) in its entirety prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer.

Default on Other Indebtedness. (i) a A Loan Party shall default shall occur in the payment of any amount when due (whether by scheduled maturity, mandatory prepayment, acceleration, demand or otherwise, but 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, (x) any Indebtedness under or in respect of the Preferred Equity Investment Agreement, (y) any Indebtedness under or in respect of the Revolving Credit Facility or (z) any other than the Obligations and Hedging Agreements) Indebtedness of any Credit Loan Party or Subsidiary of any Credit Loan Party (other than the Obligations) having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000500,000, or a Loan Party shall default shall occur in the performance or observation observance of any obligation or condition with respect to the Preferred Equity Investment Agreement or any such other Indebtedness if and the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness under the Preferred Equity Investment Agreement or such other Indebtedness to become immediately due and payable, (ii) a any Loan Party shall default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or the liens in respect of which have been subordinated to the Collateral Agent’s Liens having a principal or stated amountLiens, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be or prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iii) any Indebtedness of any Credit Loan Party or any Subsidiary of any Credit Loan Party under or in respect of (x) the Preferred Equity Investment Agreement or (y) otherwise having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) 500,000 shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer.

Default on Other Indebtedness. Either (i) a default shall occur in the payment of any amount when due (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 including, without limitation, Indebtedness under the Obligations and Hedging AgreementsFirst-Lien Facility, but excluding Indebtedness described in Section 8.1.1) of Holdings, either Borrower or any Credit Party of their respective Subsidiaries or Subsidiary of any Credit Party other Obligor having a principal or stated amount, individually or in the aggregate, in excess of $3,000,0005,000,000; or (ii) a default (other than a default under Section 7.2.4 of the First-Lien Facility) shall occur in the performance or observance of any obligation or condition under the First-Lien Facility or any other First-Lien Document (other than a default of the type described in clause (i) above) if the effect of such default is to accelerate the maturity (in whole or in part) of any Indebtedness outstanding under the First Lien Facility or such default shall continue unremedied for a period of 30 days following the date on which (after giving effect to any applicable grace periods) the holder or holders of such Indebtedness, or any trustee or agent for such holders, would be permitted to cause or declare such Indebtedness to be accelerated or to become due and payable prior to its expressed maturity; or (iii) Indebtedness under the First-Lien Facility shall be declared to be accelerated or shall become due and payable prior to its expressed maturity thereof; or (iv) a default shall occur in the performance or observation observance of any obligation or condition with respect to any such other Indebtedness in excess of $5,000,000 if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace payable or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any require such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer.

Default on Other Indebtedness. The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (ior the equivalent in other currencies) a default shall occur in the payment of any amount when due aggregate (subject to any applicable grace but excluding Indebtedness hereunder or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Indebtedness failure shall continue after the applicable grace period, if any, specified in the effect of such default is agreement or instrument relating to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (iib) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs occurrence under any Hedging Agreement Instrument of an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging AgreementInstrument) resulting from (A) any event of default under such Hedging Agreement Instrument as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person Defaulting Party (as defined in the such Hedging AgreementInstrument) or (B) any “termination event” or similarly defined event Termination Event (as defined in the Hedging Agreementso defined) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging Agreementso defined) and, in either event, the Swap Termination Value termination value with respect to any such Hedging Instrument owed by the Credit Parties or such Subsidiary Borrower as a result thereof is greater than $3,000,000; provided that this clause 100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (ec) any other event shall not apply occur or condition shall exist under any agreement or instrument evidencing, securing or relating to secured any such Indebtedness that becomes and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due directly and payable prior to its scheduled maturity (other than as a result of (x) a casualty or condemnation event or (y) the voluntary any sale or transfer other disposition of the any property or assets securing under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations 957 under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such sale or transfer is permitted hereunder and under the documents providing for instrument were terminated at such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfertime.

Default on Other Indebtedness. (ia) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a default shall occur principal amount of at least $100,000,000 (or the equivalent in other currencies) in the payment of any amount when due aggregate (subject to any applicable grace but excluding Indebtedness hereunder or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Indebtedness failure shall continue after the applicable grace period, if any, specified in the effect of such default is agreement or instrument relating to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (iib) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs occurrence under any Hedging Agreement Instrument of an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging AgreementInstrument) resulting from (A) any event of default under such Hedging Agreement Instrument as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person Defaulting Party (as defined in the such Hedging AgreementInstrument) or (B) any “termination event” or similarly defined event Termination Event (as defined in the Hedging Agreementso defined) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging Agreementso defined) and, in either event, the Swap Termination Value termination value with respect to any such Hedging Instrument owed by the Credit Parties or such Subsidiary Borrower as a result thereof is greater than $3,000,000; provided that this clause 100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods or (ec) any other event shall not apply occur or condition shall exist under any agreement or instrument evidencing, securing or relating to secured any such Indebtedness that becomes and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due directly and payable prior to its scheduled maturity (other than as a result of (x) a casualty or condemnation event or (y) the voluntary any sale or transfer other disposition of the any property or assets securing under the terms of such Indebtedness); or any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness). For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such sale or transfer is permitted hereunder and under the documents providing for instrument were terminated at such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfertime.

Default on Other Indebtedness. (i) a A default shall occur in the payment of any amount when due (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 the Obligations and Hedging AgreementsObligations) of any Credit Loan Party or Subsidiary of any Credit Loan Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000250,000, or a default shall occur in the performance or observation observance of any obligation or condition with respect to any such Indebtedness if and the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or the liens in respect of which have been subordinated to the Collateral Agent’s Liens having a principal or stated amountLiens, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be or prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iii) any Indebtedness of any Credit Loan Party or any Subsidiary of any Credit Loan Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) 250,000 shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs a default shall occur in the payment of any amount when due (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 under any Hedging the CDF1 Credit Agreement an (and the “early termination dateLoan Documents” or similarly defined event (as defined in such Hedging Agreement) resulting from therein), the CDF2 Credit Agreement (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is and the “defaulting partyLoan Documents” or similarly defined person (as defined therein) or the KBC Facility Documents, or a default shall occur in the Hedging Agreement) performance or (B) observance of any “termination event” obligation or similarly defined event (as defined condition with respect to any such Indebtedness and the effect of such default referred to in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (ee)(iv) shall not apply is to secured accelerate the maturity of such Indebtedness that becomes due directly as a result or to permit the holder or holders of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if or any trustee or agent for such sale holders, to cause or transfer is permitted hereunder and under the documents providing for declare such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transferbecome immediately due and payable.

Default on Other Indebtedness. (i) a A default shall occur in the payment of any amount when due (subject to any applicable grace or cure period)due, whether by scheduled repayment, prepayment, acceleration or otherwise, in respect of any principal or stated amount of, or interest or fees on, any Indebtedness (after the application of any grace period, if any, provided in the agreement pursuant to which such Indebtedness was created) (other than the Obligations Indebtedness described in Section 8.2(a) and Hedging AgreementsIndebtedness under Swap Agreements described in clause (ii) hereof) of any Credit Loan Party or Subsidiary any of any Credit Party its Subsidiaries (A) under Cash Management Liabilities and other Indebtedness having a principal or stated amount, individually or in the aggregate, in excess of $3,000,00012,500,000, or (B) in the case of clause (i)(A) a default shall occur in the performance or observation observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to either (x) accelerate the maturity of any such Indebtedness or to (y) permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, payable prior to its expressed maturity, maturity (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (ivii) there occurs under any Hedging Swap Agreement between the Parent or any of its Subsidiaries, on the one hand, and a counterparty, on the other hand, an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging Swap Agreement) resulting from (Aa) any event of default under such Hedging Swap Agreement as to which the Borrower Parent or any of its Subsidiaries Subsidiary thereof is the “defaulting party” or similarly defined person Defaulting Party (as defined in the Hedging such Swap Agreement) or (Bb) any “termination event” or similarly defined event Termination Event (as defined in the Hedging such Swap Agreement) under such Hedging Swap Agreement as to which the Borrower Parent or any of its Subsidiaries Subsidiary thereof is an “affected party” or similarly defined person Affected Party (as defined in the Hedging such Swap Agreement) and, in either event, if the Swap counterparty is not a Lender or an Affiliate of a Lender, the Termination Value owed by the Credit Parties such Loan Party or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer10,000,000.

Default on Other Indebtedness. The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (ior the equivalent in other currencies) a default shall occur in the payment of any amount when due aggregate (subject to any applicable grace but excluding Indebtedness hereunder or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Indebtedness failure shall continue after the applicable grace period, if any, specified in the effect of such default is agreement or instrument relating to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (iib) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs occurrence under any Hedging Agreement Instrument of an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging AgreementInstrument) resulting from (A) any event of default under such Hedging Agreement Instrument as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person Defaulting Party (as defined in the such Hedging AgreementInstrument) or (B) any “termination event” or similarly defined event Termination Event (as defined in the Hedging Agreementso defined) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging Agreementso defined) and, in either event, the Swap Termination Value termination value with respect to any such Hedging Instrument owed by the Credit Parties or such Subsidiary Borrower as a result thereof is greater than $3,000,000; provided that this clause 100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (ec) any other event shall not apply occur or condition shall exist under any agreement or instrument evidencing, securing or relating to secured any such Indebtedness that becomes and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due directly and payable prior to its scheduled maturity (other than as a result of (x) a casualty or condemnation event or (y) the voluntary any sale or transfer other disposition of the any property or assets securing under the terms of such Indebtedness); or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness). For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such sale or transfer is permitted hereunder and under the documents providing for instrument were terminated at such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfertime.

Default on Other Indebtedness. (i) a default shall occur in the payment of any amount when due (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 the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of the greater of (i) $3,000,00015,000,000 and (ii) 15% of Pro Forma Consolidated Adjusted EBITDA, or a default shall occur in the performance or observation observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of the greater of (i) $3,000,000 15,000,000 and (ii) 15% of Pro Forma Consolidated Adjusted EBITDA or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of the greater of (i) $3,000,000 15,000,000 and (ii) 15% of Pro Forma Consolidated Adjusted EBITDA (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the any Borrower or any of its their Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the any Borrower or any of its their Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result the greater of the greater of (xi) a casualty or condemnation event or $15,000,000 and (yii) the voluntary sale or transfer 15% of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transferPro Forma Consolidated Adjusted EBITDA.

Default on Other Indebtedness. (i) a A default shall occur in the payment of any amount when due (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 including for purposes of this Section 9.1(e), all items which, in accordance with GAAP, would be included as liabilities on the Obligations and Hedging Agreementsliability side of the balance sheet of a Person as of the date at which Indebtedness is to be determined, but excluding Indebtedness described in Section 9.1(a)) of the Borrower or any Credit Party of its Subsidiaries or Subsidiary of any Credit Party other Obligor having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000500,000, or a default shall occur in the performance or observation 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 such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace payable or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any require such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness . Judgments. Any judgment or order for the payment of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, money in excess of $3,000,000 250,000 (other than the Obligations exclusive of any amounts fully covered by insurance (less any applicable deductible) and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the insurer has acknowledged its responsibility to cover such judgment or order) shall be rendered against the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or other Obligor and such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) judgment shall not apply to secured Indebtedness that becomes due directly as a result of have been vacated or discharged or stayed or bonded pending appeal within thirty (x30) a casualty or condemnation event or (y) days after the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transferentry thereof.

Default on Other Indebtedness. (ia) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a default shall occur principal amount of at least $100,000,000 (or the equivalent in other currencies) in the payment of any amount when due aggregate (subject to any applicable grace but excluding Indebtedness hereunder or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Indebtedness failure shall continue after the applicable grace period, if any, specified in the effect of such default is agreement or instrument relating to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (iib) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs occurrence under any Hedging Agreement Instrument of an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging AgreementInstrument) resulting from (A) any event of default under such Hedging Agreement Instrument as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person Defaulting Party (as defined in the such Hedging AgreementInstrument) or (B) any “termination event” or similarly defined event Termination Event (as defined in the Hedging Agreementso defined) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging Agreementso defined) and, in either event, the Swap Termination Value termination value with respect to any such Hedging Instrument owed by the Credit Parties or such Subsidiary Borrower as a result thereof is greater than $3,000,000; provided that this clause 100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (ec) any other event shall not apply occur or condition shall exist under any agreement or instrument evidencing, securing or relating to secured any such Indebtedness that becomes and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due directly and payable prior to its scheduled maturity (other than as a result of (x) a casualty or condemnation event or (y) the voluntary any sale or transfer other disposition of the any property or assets securing under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness). For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such sale or transfer is permitted hereunder and under the documents providing for instrument were terminated at such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfertime.

Default on Other Indebtedness. (ia) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a default shall occur principal amount of at least $100,000,000 (or the equivalent in other currencies) in the payment of any amount when due aggregate (subject to any applicable grace but excluding Indebtedness hereunder or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Indebtedness failure shall continue after the applicable grace period, if any, specified in the effect of such default is agreement or instrument relating to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (iib) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs occurrence under any Hedging Agreement Instrument of an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging AgreementInstrument) resulting from (A) any event of default under such Hedging Agreement Instrument as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person Defaulting Party (as defined in the such Hedging AgreementInstrument) or (B) any “termination event” or similarly defined event Termination Event (as defined in the Hedging Agreementso defined) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging Agreementso defined) and, in either event, the Swap Termination Value termination value with respect to any such Hedging Instrument owed by the Credit Parties or such Subsidiary Borrower as a result thereof is greater than $3,000,000; provided that this clause 100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (ec) any other event shall not apply occur or condition shall exist under any agreement or instrument evidencing, securing or relating to secured any such Indebtedness that becomes and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due directly and payable prior to its scheduled maturity (other than as a result of (x) a casualty or condemnation event or (y) the voluntary any sale or transfer other disposition of the any property or assets securing under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment 5156 WEIL:\98779117\5\64945.0060WEIL:\98789202\5\64945.0060 2216363.01 NYCSR03A - MSW triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such sale or transfer is permitted hereunder and under the documents providing for instrument were terminated at such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfertime.

Default on Other Indebtedness. (ia) The Borrower or any of the Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a default shall occur principal amount of at least $100,000,000 (or the equivalent in other currencies) in the payment of any amount when due aggregate (subject to any applicable grace but excluding Indebtedness hereunder or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Indebtedness failure shall continue after the applicable grace period, if any, specified in the effect of such default is agreement or instrument relating to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, ; (iib) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs occurrence under any Hedging Agreement Instrument of an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging AgreementInstrument) resulting from (A) any event of default under such Hedging Agreement Instrument as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person Defaulting Party (as defined in the such Hedging AgreementInstrument) or (B) any “termination event” or similarly defined event Termination Event (as defined in the Hedging Agreementso defined) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging Agreementso defined) and, in either event, the Swap Termination Value termination value with respect to any such Hedging Instrument owed by the Credit Parties or such Subsidiary Borrower as a result thereof is greater than $3,000,000100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods; provided that this clause (ec) any other event shall not apply occur or condition shall exist under any agreement or instrument evidencing, securing or relating to secured any such Indebtedness that becomes and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due directly and payable prior to its scheduled maturity (other than as a result of (x) a casualty or condemnation event or (y) the voluntary any sale or transfer other disposition of the any property or assets securing under the terms of such Indebtedness); or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 8.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such sale or transfer is permitted hereunder and under the documents providing for instrument were terminated at such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfertime.

Default on Other Indebtedness. (i) a default shall occur in the payment of any amount when due (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 the Obligations and Hedging AgreementsObligations) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,0001,000,000, or (ii) a default shall occur in the performance or observation observance of any obligation or condition with respect to any such Indebtedness described in clause (i) if the effect of such default is to accelerate the maturity of such Indebtedness or to cause or permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payablepayable or to require such Indebtedness to be prepaid, redeemed, purchased or defeased, or to require an offer to purchase or defease such Indebtedness to be made, in each case, prior to its stated maturity, (iiiii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Subordinated Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be or prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, stated maturity or (iiiiv) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) 1,000,000 shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer.

Default on Other Indebtedness. (ia) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a default shall occur principal amount of at least $100,000,000 (or the equivalent in other currencies) in the payment of any amount when due aggregate (subject to any applicable grace but excluding Indebtedness hereunder or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Indebtedness failure shall continue after the applicable grace period, if any, specified in the effect of such default is agreement or instrument relating to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (iib) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs occurrence under any Hedging Agreement Instrument of an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging AgreementInstrument) resulting from (A) any event of default under such Hedging Agreement Instrument as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person Defaulting Party (as defined in the such Hedging AgreementInstrument) or (B) any “termination event” or similarly defined event Termination Event (as defined in the Hedging Agreementso defined) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging Agreementso defined) and, in either event, the Swap Termination Value termination value with respect to any such Hedging Instrument owed by the Credit Parties or such Subsidiary Borrower as a result thereof is greater than $3,000,000; provided that this clause 100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods or (ec) any other event shall not apply occur or condition shall exist under any agreement or instrument evidencing, securing or relating to secured any such Indebtedness that becomes and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due directly and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); or any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness). For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time. (x) a casualty or condemnation event or Section 7.1.5(a) is amended by deleting the figure “$50,000,000” and substituting therefor the figure “$100,000,000”. (y) Section 7.1.6 is amended by deleting the voluntary sale or transfer of figure “30” in each place such figure appears and substituting therefor the property or assets securing such Indebtedness, if such sale or transfer figure “60”. (z) Section 8.1.1 is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished amended in full upon such sale or transfer.to read as follows:

Default on Other Indebtedness. (i) a default shall occur in the payment of any amount when due (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 the Obligations and Hedging AgreementsObligations) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,0002,500,000, or a default shall occur in the performance or observation observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be or prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, maturity or (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) 2,500,000 shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer.

Default on Other Indebtedness. (i) a A default shall occur in the payment of any amount when due (subject to any applicable grace period or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreementsor First Lien Indebtedness) of any Credit Party Party, or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,0001,500,000, or a default shall occur in the performance or observation observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or the Administrative Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be or prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, maturity or (iii) an "Event of Default" (as defined in the First Lien Credit Agreement) shall have occurred and be continuing under the First Lien Credit Agreement and as a result of such Event of Default thereunder the maturity of any Loans (as defined in the First Lien Credit Agreement) thereunder has been accelerated, the Commitments (as defined therein) shall have been terminated or the First Lien Agent or First Lien Lenders otherwise shall cause such First Lien Indebtedness of to become due and payable (or require any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease redeem such Indebtedness to be made, First Lien Indebtedness) in its entirety prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer.

Default on Other Indebtedness. (ia) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a default shall occur principal amount of at least $100,000,000 (or the equivalent in other currencies) in the payment of any amount when due aggregate (subject to any applicable grace but excluding Indebtedness hereunder or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Indebtedness failure shall continue after the applicable grace period, if any, specified in the effect of such default is agreement or instrument relating to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, ; (iib) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs occurrence under any Hedging Agreement Instrument of an “early termination date” or similarly defined event Early Termination Date (as defined in such Hedging AgreementInstrument) resulting from (A) any event of default under such Hedging Agreement Instrument as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person Defaulting Party (as defined in the such Hedging AgreementInstrument) or (B) any “termination event” or similarly defined event Termination Event (as defined in the Hedging Agreementso defined) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person Affected Party (as defined in the Hedging Agreementso defined) and, in either event, the Swap Termination Value termination value with respect to any such Hedging Instrument owed by the Credit Parties or such Subsidiary Borrower as a result thereof is greater than $3,000,000100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods; provided that this clause (ec) any other event shall not apply occur or condition shall exist under any agreement or instrument evidencing, securing or relating to secured any such Indebtedness that becomes and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due directly and payable prior to its scheduled maturity (other than as a result of (x) a casualty or condemnation event or (y) the voluntary any sale or transfer other disposition of the any property or assets securing under the terms of such Indebtedness); or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness) provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 8.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such sale or transfer is permitted hereunder and under the documents providing for instrument were terminated at such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfertime.

Default on Other Indebtedness. (ia) a A default shall occur in the payment of any amount when due (subject to any applicable grace or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees (or similar payments) on, any Indebtedness (other than the Obligations and Indebtedness described in Section 8.1.1 or under a Hedging AgreementsAgreement) of the Parent or any Credit Party or Subsidiary of any Credit Party its Material Subsidiaries having a principal or stated amount, individually or in the aggregate, in excess of $3,000,0005,000,000 and any Permitted Additional Indebtedness or Subordinated Debt of the Parent or any of its Material Subsidiaries, or a default shall occur in the performance or observation 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 such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace payable or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any require such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, ; or (iiib) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there early termination event occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (Ax) any event of default under such Hedging Agreement as to which the Borrower Parent or any of its Subsidiaries a Subsidiary is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) party or (By) any “termination event” or similarly defined event (other than, with respect to the Gold Participation Bond, as defined a result of a voluntary prepayment in the Hedging Agreementfull) under such Hedging Agreement as to which the Borrower Parent or any of its Subsidiaries a Subsidiary is an “affected party” or similarly defined person (as defined in the Hedging Agreement) party and, in either event, the Swap Termination Value termination value of such Hedging Agreement owed by the Credit Parties Parent or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer5,000,000.

Default on Other Indebtedness. (i) a A default shall occur in the payment of any amount when due (subject to any applicable grace period or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any 121 Indebtedness (other than the Obligations and Hedging AgreementsObligations) of any Credit Party Party, or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,00020,000,000, or a default shall occur in the performance or observation observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, payable or (iiiii) a default shall occur an “Event of Default” (after expiration of any available grace or cure periods) as defined in the performance Convertible Senior Notes) shall have occurred and be continuing under the Convertible Senior Notes if the effect of such Event of Default is to permit the holder or observance holders of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amountsuch Indebtedness, individually or in the aggregate, in excess of $3,000,000 or any trustee or agent for such Indebtedness shall be required holders, to be prepaid, redeemed, purchased cause or defeased, or require an offer to purchase or defease declare such Indebtedness to be madebecome immediately due and payable or if, as a result of such Event of Default thereunder, the maturity of any Notes (as defined in the Convertible Senior Notes) thereunder has been accelerated, the Commitments (as defined therein) shall have been terminated or the noteholders otherwise shall cause such Notes to become due and payable (or require the conversion of such Convertible Senior Notes) in its entirety prior to its expressed maturity, (iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause clauses (ei) and (ii) shall not apply to secured Indebtedness that becomes due directly as a result of (x) a casualty or condemnation event Indebtedness which is convertible into Capital Stock and converts to Capital Stock in accordance with its terms and such conversion is not prohibited hereunder or (y) any breach or default that is waived (including in the voluntary sale form of amendment or transfer forbearance) by the required holders of the property or assets securing such applicable item of Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness in either case, prior to the extent that such Credit Party’s obligations with respect acceleration of Loans pursuant to such Indebtedness are extinguished in full upon such sale or transferSection 10.02.

Default on Other Indebtedness. (ia) a A default shall occur in the payment of any amount when due (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 the Obligations and Hedging AgreementsIndebtedness described in Section 8.1.1) of the Borrower or any Credit Party of its Borrowing Base Subsidiaries or Subsidiary of any Credit Party other Obligor having a principal or stated amount, individually or in the aggregate, in excess of equal to or greater than $3,000,00010,000,000, or a default shall occur in the performance or observation 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 such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to accelerate such Indebtedness prior to its scheduled maturity or otherwise cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace payable or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any require such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, ; or (iiib) any Indebtedness a default shall occur in the payment of any Credit Party amount when due (subject to any applicable grace period), whether by acceleration or Subsidiary early termination or otherwise, in respect of any Credit Party having a principal Hedging Obligation of the Borrower or stated amountany other Obligor, as applicable, that is individually or in the aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements aggregate equal to or in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) there occurs under any Hedging Agreement an “early termination date” or similarly defined event (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the “defaulting party” or similarly defined person (as defined in the Hedging Agreement) or (B) any “termination event” or similarly defined event (as defined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an “affected party” or similarly defined person (as defined in the Hedging Agreement) and, in either event, the Swap Termination Value owed by the Credit Parties or such Subsidiary as a result thereof is greater than $3,000,000; provided that this clause (e) 10,000,000, or a default shall not apply to secured Indebtedness that becomes due directly as a result occur in the performance or observance of (x) a casualty any obligation or condemnation event or (y) the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness to the extent that such Credit Party’s obligations condition with respect to such Indebtedness are extinguished in full upon Hedging Agreement if the effect of such sale default is to permit the counterparty to such Hedging Agreement to terminate such Hedging Agreement or transfersuch default shall continue unremedied for any applicable period of time sufficient to permit such counterparty to terminate such Hedging Agreement.