Common use of Default Under Other Agreements Clause in Contracts

Default Under Other Agreements. Any Loan Party or any of its Subsidiaries shall default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or more; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any such Indebtedness or any other event shall occur or condition shall exist, if the effect of such default, event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness or to permit the holder or holders thereof, or any trustee or agent for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of a regularly scheduled payment.

Default Under Other Agreements. (a) Any Loan Credit Party or any of its respective Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or more; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any Indebtedness (other than Obligations) having a principal amount in excess of $5,000,000 in the aggregate for all Credit Parties and their Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereof, of such Indebtedness (or any a trustee or agent for on behalf of such holder or holders, ) to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or cause any such Indebtedness shall to become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled paymentmaturity; or (b) any such Indebtedness of any Credit Party or any of its respective Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity prepaid other than as a result of by a regularly scheduled payment.required prepayment (excluding offers to acquire the Public Notes pursuant to the disposition of assets covenant applicable thereto; provided that no other Event of Default under the Public Notes has occurred and is continuing and such offer does not constitute a default under Section 8.03 hereof), prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Party Either Borrower, the Guarantor or any of its their Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness in excess of such Loan Party or any of its Subsidiaries $15,000,000 in the aggregate (other than the ObligationsNotes) beyond the period of grace (not to exceed 30 days), if any, provided in the aggregate principal amount of $5,000,000 instrument or more; agreement under which such Indebtedness was created or any Loan Party or any of its Subsidiaries shall (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness (other than the Notes) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereof, of any such Indebtedness (or any a trustee or agent for on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall to become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled paymentmaturity; or any such Indebtedness of either Borrower, the Guarantor or any of their Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity prepaid other than as a result of by a regularly scheduled payment.required prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Party (a) The Borrower or any of its Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in with respect of to any Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount excess of $5,000,000 200,000,000, individually or more; in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or any Loan Party agreement under which such Indebtedness was created or any of its Subsidiaries shall (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereof, of such Indebtedness (or any a trustee or agent for on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall to become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled paymentmaturity; or (b) any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity prepaid other than as a result of by a regularly scheduled payment.required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) Any Loan Credit Party shall (i) default in any payment with respect to any Indebtedness (other than Obligations) having a principal amount of $750,000 or any more individually or $1,500,000 or more in the aggregate, for all such Persons, beyond the period of its Subsidiaries shall grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the payment when observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or, except for any such default or other event or condition as to such Indebtedness arising under Capital Leases, to permit (with or without notice, lapse of time or both) the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause any such Indebtedness to become due (whether by acceleration, redemption, etc.) prior to its stated maturity; (b) any such Indebtedness of any Credit Party shall be declared to be due and payable, or required to be prepaid or redeemed other than by a regularly scheduled maturity, or required prepayment, acceleration, demand or otherwiseprior to the stated maturity thereof; or (c) of any amount owing in respect of any Indebtedness of such Loan Any Credit Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or more; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition under any lease reflected on Schedule 5.16 (excluding those leases which the Borrower has designated on Schedule 5.16 as not material, and the Administrative Agent has agreed with respect to any such Indebtedness or any other event shall occur or condition shall existdesignation), if and such default results in the effect termination of such default, event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness or to permit the holder or holders thereof, or any trustee or agent for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of a regularly scheduled paymentlease.

Default Under Other Agreements. Any Loan Party The Borrower or any of its Material Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in with respect of any to Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount excess of $5,000,000 25,000,000 individually or more; in the aggregate, for the Borrower and its Material Subsidiaries, beyond the period of grace, if any, provided in the instrument or any Loan Party agreement under which such Indebtedness was created or any of its Subsidiaries shall (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereofof such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration, or any trustee or agent for such holders, lapse of time prior to accelerate the maturity or require a redemption or other repurchase thereof effectiveness of any such Indebtednessnotice of acceleration, or is required), any such Indebtedness to become due prior to its stated maturity; or (b) Indebtedness of the Borrower or its Material Subsidiaries in excess of $25,000,000 shall become or be declared to be due and payable prior to its stated maturity other than as a result in accordance with the terms of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of by a regularly scheduled payment.required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Party (a) The Borrower or any of its Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in with respect of any to Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount excess of $5,000,000 2,000,000 individually or more; in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or any Loan Party agreement under which such Indebtedness was created or any of its Subsidiaries shall (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereofof such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration, or any trustee or agent for such holders, lapse of time prior to accelerate the maturity or require a redemption or other repurchase thereof effectiveness of any such Indebtednessnotice of acceleration, or is required), any such Indebtedness to become due prior to its stated maturity; or (b) Indebtedness of the Borrower or its Subsidiaries in excess of $2,000,000 shall become or be declared to be due and payable prior to its stated maturity other than as a result in accordance with the terms of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of by a regularly scheduled payment.required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Party (a) The Borrower or any of its ------------------------------ Subsidiaries (collectively, the "Designated Parties") shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in beyond the aggregate principal amount period of $5,000,000 grace, if any, provided by the instrument or more; agreement governing such Indebtedness or any Loan Party or any of its Subsidiaries shall (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereof, of such Indebtedness (or any a trustee or agent for on behalf of such holder or holders) to cause, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall to become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled paymentmaturity; or (b) any such Indebtedness (other than the Obligations) of any Designated Party shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity prepaid other than as a result of by a regularly scheduled payment.required prepayment, prior to the stated maturity thereof, provided that it shall not constitute an Event of Default pursuant to clause (a) -------- or (b) of this Section 9.04 unless the outstanding principal amount of any one issue of such Indebtedness exceeds $3,000,000 or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above exceeds $6,000,000 at any one time; or

Default Under Other Agreements. (i) Any Loan Issuer Party shall (A) default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, but after giving effect to any grace period) of any amount owing in respect of any Transaction Document to which it is a party (except for amounts subject to a Contest) or any of its Subsidiaries Issuer Party shall default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, but after giving effect to any grace period) of any amount owing in respect of any other financial Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 250,000 or more; more or any Loan Party or any of its Subsidiaries shall (B) default in the performance or observance of any obligation or condition with respect to any such Indebtedness or any other event shall occur or condition shall exist, if the effect of such default, event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness or to permit (without regard to any required notice or lapse of time) the holder or holders thereof, or any trustee or agent for such holder or holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or (ii) any such Indebtedness “Default” or “Event of Default” (each as defined under the Senior Loan Documents) shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of a regularly scheduled paymentoccur under the Senior Loan Documents.

Default Under Other Agreements. (i) Any Loan Credit Party or any of its Subsidiaries shall default in the payment when due (due, whether by scheduled maturityat stated maturity or -------------------------------- otherwise, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness of such Loan Party or any of its Subsidiaries (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $5,000,000 in the aggregate principal amount beyond the period of $5,000,000 grace, if any, provided in the instrument or more; agreement under which such Indebtedness was created, or any Loan Party or any of its Subsidiaries (ii) a default shall default occur in the performance or observance of any obligation agreement or condition with respect to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereof, of such Indebtedness (or any a trustee or agent for on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall to become due or be declared to be due and payable repaid prior to its stated maturity other than as a result of a regularly scheduled payment; or (iii) any such Indebtedness of any Credit Party shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity prepaid other than as a result of by a regularly scheduled payment.required payment or mandatory prepayment arising other than due to the existence of a default, prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Party (a) RailAmerica or any of its the Restricted Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in with respect of to any Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) having a principal amount in excess of $10.0 million individually or in the aggregate principal amount for RailAmerica and such Subsidiaries, beyond the period of $5,000,000 grace, if any provided in the instrument or more; agreement under which such Indebtedness was created or any Loan Party or any of its Subsidiaries shall (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereof, of such Indebtedness (or any a trustee or agent for on behalf of such holder or holders) to cause, any such Indebtedness to accelerate the maturity become due (or require a redemption to cause RailAmerica or other repurchase thereof any of its Restricted Subsidiaries to purchase any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable ) prior to its stated maturity other than as a result of a regularly scheduled paymentmaturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity prepaid other than as a result of by a regularly scheduled payment.required prepayment or as a mandatory prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Party (i) The Borrower or any of its Subsidiaries Subsidiary Guarantors shall (x) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) beyond the period of grace, if any, provided in the aggregate principal amount of $5,000,000 instrument or more; agreement under which such Indebtedness was created or any Loan Party or any of its Subsidiaries shall (y) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing, guaranteeing, or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereof, of such Indebtedness (or any a trustee or agent for on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall to become or be declared to be due and payable prior to its stated maturity or (z) default in the observance or performance of any term or condition under the Sale Documents or the Disposition Documents, or (ii) any Indebtedness (other than as a result the Obligations) of a regularly scheduled payment; the Borrower or any such Indebtedness of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity prepaid other than as a result of by a regularly scheduled payment.required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 8.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $500,000; or

Default Under Other Agreements. Any Loan Party (a) The Company or any of its Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in with respect of any to Indebtedness of such Loan Party or any of its Subsidiaries (other than the ObligationsLoans) in the aggregate principal amount excess of $5,000,000 25,000,000 individually or more; in the aggregate, for the Company and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or any Loan Party agreement under which such Indebtedness was created or any of its Subsidiaries shall (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereofof such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration, or any trustee or agent for such holders, lapse of time prior to accelerate the maturity or require a redemption or other repurchase thereof effectiveness of any such Indebtednessnotice of acceleration, or is required), any such Indebtedness to become due prior to its stated maturity; or (b) Indebtedness of the Company or its Subsidiaries in excess of $25,000,000 shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of by a regularly scheduled payment.required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Party or any of its Subsidiaries (a) ATel shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or more; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any Indebtedness (other than Obligations) having a principal amount in excess of $25,000 individually or $50,000 in the aggregate, for ATel and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereof, of such Indebtedness (or any a trustee or agent for on behalf of such holder or holders, ) to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or cause any such Indebtedness shall to become or be declared to be due and payable prior to its stated maturity or (iii) any other than as a result event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit any other party to any such agreement to cause, the termination of 50 - 45 - such agreement or the imposition of a regularly scheduled paymentmonetary penalty in excess of $25,000 or a material limitation on ATel's rights under such agreement; or (b) any such Indebtedness of ATel or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity prepaid other than as a result of by a regularly scheduled paymentrequired prepayment (but not including any prepayment required by reason of sale of assets, excess cash flow, change of control or other customary mandatory prepayment events), prior to the stated maturity thereof.

Default Under Other Agreements. Any Loan Party (i) The Parent or any of its Subsidiaries shall (x) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in with respect of any to Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount excess of $5,000,000 100,000,000 individually or more; in the aggregate, for the Parent and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or any Loan Party agreement under which such Indebtedness was created or any of its Subsidiaries shall (y) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereofof such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration, or any trustee or agent for such holders, lapse of time prior to accelerate the maturity or require a redemption or other repurchase thereof effectiveness of any such Indebtednessnotice of acceleration, or is required), any such Indebtedness to become due prior to its stated maturity; or (ii) Indebtedness of the Parent or its Subsidiaries in excess of $100,000,000 shall become or be declared to be due and payable prior to its stated maturity other than as a result in accordance with the terms of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of by a regularly scheduled payment.required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) Any Loan Credit Party shall (i) default in any payment with respect to any Indebtedness (other than Obligations) having a principal amount of $500,000 or any more individually or $1,000,000 or more in the aggregate, for all such Persons, beyond the period of its Subsidiaries shall grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the payment when observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or, except for any such default or other event or condition as to such Indebtedness arising under Capital Leases, to permit (with or without notice, lapse of time or both) the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause any such Indebtedness to become due (whether by acceleration, redemption, etc.) prior to its stated maturity; (b) any such Indebtedness of any Credit Party shall be declared to be due and payable, or required to be prepaid or redeemed other than by a regularly scheduled maturity, or required prepayment, acceleration, demand or otherwiseprior to the stated maturity thereof; or (c) of any amount owing in respect of any Indebtedness of such Loan Any Credit Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or more; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition under any lease reflected on Schedule 5.16 (excluding those leases which the Borrower has designated on Schedule 5.16 as not material, and the Administrative Agent has agreed with respect to any such Indebtedness or any other event shall occur or condition shall existdesignation), if and such default results in the effect termination of such default, event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness or to permit the holder or holders thereof, or any trustee or agent for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of a regularly scheduled paymentlease.

Default Under Other Agreements. Any Loan Party (a) Parent or any of its Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in with respect of to any Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount excess of $5,000,000 75,000,000 individually or more; $150,000,000 in the aggregate, for Parent and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or any Loan Party agreement under which such Indebtedness was created or any of its Subsidiaries shall (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereof, of such Indebtedness (or any a trustee or agent for on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall to become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled paymentmaturity; or (b) any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity prepaid other than as a result of by a regularly scheduled payment.required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Party (a) The Borrower or any of its Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in with respect of any to Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount excess of $5,000,000 individually or more; in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or any Loan Party agreement under which such Indebtedness was created or any of its Subsidiaries shall (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereofof such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration, or any trustee or agent for such holders, lapse of time prior to accelerate the maturity or require a redemption or other repurchase thereof effectiveness of any such Indebtednessnotice of acceleration, or is required), any such Indebtedness to become due prior to its stated maturity; or (b) Indebtedness of the Borrower or its Subsidiaries in excess of $5,000,000 shall become or be declared to be due and payable prior to its stated maturity other than as a result in accordance with the terms of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of by a regularly scheduled payment.required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Party or any of its Subsidiaries shall default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of the Convertible Subordinated Notes or any other Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or more; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any such Indebtedness or any other event shall occur or condition shall exist, if the effect of such default, event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness or to permit the holder or holders thereof, or any trustee or agent for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of a regularly scheduled payment.

Default Under Other Agreements. Any Loan Party or any of its ------------------------------ Subsidiaries shall default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or more; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any such Indebtedness or any other event shall occur or condition shall exist, if the effect of such default, event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness or to permit the holder or holders thereof, or any trustee or agent for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of a regularly scheduled payment.

Default Under Other Agreements. Any Loan Party or any of its Subsidiaries Borrower shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing indebtedness for borrowed money in respect excess of any Indebtedness of such Loan Party or any of its Subsidiaries $1,000,000 (other than the ObligationsNote) beyond the period of grace if any, provided in the aggregate principal amount instrument or agreement under which such indebtedness for borrowed money in excess of $5,000,000 or more; or any Loan Party or any of its Subsidiaries shall 1,000,000 was created, (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness indebtedness for borrowed money in excess of $1,000,000 (other than the Note) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereof, of such indebtedness for borrowed money in excess of $1,000,000 (or any a trustee or agent for on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall indebtedness for borrowed money in excess of $1,000,000 to become or be declared to be due and payable prior to its stated maturity other than as a result or (iii) any indebtedness for borrowed money in excess of a regularly scheduled payment; or any such Indebtedness $1,000,000 of Borrower shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity prepaid other than as a result of by a regularly scheduled payment.required prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Credit Party or any of its Significant Subsidiaries (other than a Project Finance Subsidiary) shall default fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money that is outstanding in a principal amount of at least $30,000,000 individually or in the payment aggregate (but excluding Indebtedness outstanding hereunder) of such Credit Party or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness of ), and such Loan Party or any of its Subsidiaries (other than failure shall continue after the Obligations) applicable grace period, if any, specified in the aggregate principal amount of $5,000,000 agreement or moreinstrument relating to such Indebtedness; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any such Indebtedness or any other event shall occur or condition shall existexist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default, event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness accelerate, or to permit the holder or holders thereofacceleration of, or any trustee or agent for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemedprepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its the stated maturity other than as a result of a regularly scheduled payment.thereof; or

Default Under Other Agreements. Any Loan Credit Party or any of its Significant Subsidiaries shall default fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money that is outstanding in a principal amount of at least $30,000,000 individually or in the payment aggregate (but excluding Indebtedness outstanding hereunder) of such Credit Party or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness of ), and such Loan Party or any of its Subsidiaries (other than failure shall continue after the Obligations) applicable grace period, if any, specified in the aggregate principal amount of $5,000,000 agreement or moreinstrument relating to such Indebtedness; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any such Indebtedness or any other event shall occur or condition shall existexist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default, event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness accelerate, or to permit the holder or holders thereofacceleration of, or any trustee or agent for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemedprepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its the stated maturity other than as a result of a regularly scheduled payment.thereof; or

Default Under Other Agreements. (a) Any Loan Credit Party or any of its Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or more; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any Indebtedness or preferred stock having a principal amount or liquidation value, as the case may be, in excess of $250,000 individually or $500,000 in the aggregate for all Credit Parties, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or preferred stock was created, or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or preferred stock or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate cause, or to permit (with or without notice, lapse of time or both) the maturity holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) or preferred stock to cause a mandatory redemption of any such Indebtedness or preferred stock to permit the holder or holders thereofbecome due (whether by acceleration, or any trustee or agent for such holdersredemption, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable etc.) prior to its stated maturity other than as a result of a regularly scheduled paymentmaturity; or (b) any such Indebtedness or preferred stock of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased prepaid or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity redeemed other than as a result of by a regularly scheduled payment.required prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Party (i) The Company, any Guarantor or any of its their respective Subsidiaries shall default fail (A) to make any payment of any principal of, or interest or premium on, any Indebtedness (other than in respect of the payment Loan) having an aggregate principal amount (including undrawn committed or available amounts) of more than $100,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable notice or grace period, if any, specified in the agreement or instrument relating to such Indebtedness as of any amount owing in respect of any Indebtedness the date of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or morefailure; or (B) to perform or observe any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation term, covenant or condition with respect on its part to be performed or observed under any agreement or instrument relating to any such Indebtedness Indebtedness, when required to be performed or observed, or any other event shall occur or condition shall existexist under any such agreement or instrument, and such failure, event or condition shall continue after the applicable, notice or grace period, if any, specified in such agreement or instrument, if the effect of such defaultfailure, event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness accelerate, or to permit the holder or holders thereofacceleration of, or any trustee or agent for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or (ii) any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity prepaid (other than as a result of by a regularly scheduled payment.required prepayment), prior to the stated maturity thereof; or (iii) there is a default under any Material Contract and such default results in the right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of the Company's, any Guarantor's or any of their respective Subsidiaries' obligations thereunder, to terminate, cancel or amend such Material Contract, or to refuse to renew such

Default Under Other Agreements. Any Loan Party (a) The Borrower or any of its Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in with respect of any to Indebtedness of such Loan Party or any of its Subsidiaries (other than the ObligationsLoans) in the aggregate principal amount excess of $5,000,000 20,000,000 individually or more; in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or any Loan Party agreement under which such Indebtedness was created or any of its Subsidiaries shall (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereofof such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration, or any trustee or agent for such holders, lapse of time prior to accelerate the maturity or require a redemption or other repurchase thereof effectiveness of any such Indebtednessnotice of acceleration, or is required), any such Indebtedness to become due prior to its stated maturity; or (b) Indebtedness of the Borrower or its Subsidiaries in excess of $20,000,000 shall become or be declared to be due and payable prior to its stated maturity other than as a result in accordance with the terms of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of by a regularly scheduled payment.required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Party or any of its Subsidiaries shall default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of the Convertible Subordinated Notes or any other Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or more; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any such Indebtedness or any other event shall occur or condition shall exist, if the effect of such default, event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness or to permit the holder or holders thereof, or any trustee or agent for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such IndebtednessIndebtedness (except to the extent that the consummation of the Transactions may allow the holders of the Senior Subordinated Notes to accelerate or require a redemption on the Redemption Date), or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of a regularly scheduled payment.

Default Under Other Agreements. Any Loan Party The Borrower or any of its Material Subsidiaries shall (i) default in the any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in with respect of any to Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount excess of $5,000,000 50,000,000 individually or more; in the aggregate, for the Borrower and its Material Subsidiaries, beyond the period of grace, if any, provided in the instrument or any Loan Party agreement under which such Indebtedness was created or any of its Subsidiaries shall (ii) default in the observance or performance or observance of any obligation agreement or condition with respect relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of such default, which default or other event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness cause, or to permit the holder or holders thereofof such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration, or any trustee or agent for such holders, lapse of time prior to accelerate the maturity or require a redemption or other repurchase thereof effectiveness of any such Indebtednessnotice of acceleration, or is required), any such Indebtedness to become due prior to its stated maturity; or (b) Indebtedness of the Borrower or its Material Subsidiaries in excess of $50,000,000 shall become or be declared to be due and payable prior to its stated maturity other than as a result in accordance with the terms of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than as a result of by a regularly scheduled payment.required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. Any Loan Credit Party or any of its Subsidiaries shall default fail to pay any principal of or premium or interest on any Indebtedness for Borrowed Money that is outstanding in a principal amount of at least $5,000,000 individually or in the payment aggregate (but excluding Indebtedness outstanding hereunder) of such Credit Party or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of any Indebtedness of ), and such Loan Party or any of its Subsidiaries (other than failure shall continue after the Obligations) applicable grace period, if any, specified in the aggregate principal amount of $5,000,000 agreement or moreinstrument relating to such Indebtedness; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any such Indebtedness or any other event shall occur or condition shall existexist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default, event or condition is to accelerate the maturity or cause a mandatory redemption of any such Indebtedness accelerate, or to permit the holder or holders thereofacceleration of, or any trustee or agent for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness, or any such Indebtedness shall become or be declared to be due and payable prior to its stated maturity other than as a result of a regularly scheduled payment; or any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid, redeemedprepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its the stated maturity other than as a result of a regularly scheduled payment.thereof; or