Common use of Default Under Other Agreements Clause in Contracts

Default Under Other Agreements. (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Holdings, the Lead Borrower or any of its Subsidiaries Restricted Subsidiary shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any event shall occur or condition exist under any Indebtedness (other than the Obligations) of Holdings, the Parent Lead Borrower or any of its Subsidiaries Restricted Subsidiary, which shall cause such Indebtedness to be declared to be (or become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all any such Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid (other than (x) by a regularly scheduled required prepaymentprepayment or (y) 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, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds is at least $10,000,00025,000,000; or

Default Under Other Agreements. (a) Holdings, the Borrower, or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in fail to make any payment of with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $55 million and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate, for Holdings, the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) above shall apply to any failure to make any payment in excess of the greater of (x) $55 million and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)) the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (iii) any Indebtedness (other than the Obligationsincluding as a result of a casualty or condemnation event) of the Parent property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $55 million and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)) prior to the stated maturity thereof, ; provided that it this clause (b) shall not be apply to (x) secured Indebtedness that becomes due as a Default result of the voluntary sale or Event transfer of Default the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings, the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,00011; or

Default Under Other Agreements. (i) The Parent Holdings or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Holdings or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount; provided that preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (i) The Parent Any Credit Party or any of its their Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsObligations and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the ObligationsObligations and Non-Recourse 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause cause, without any further notice (determined without regard to whether other than a notice of acceleration, if required) or any notice is required)further lapse of time, any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the ObligationsObligations and Non-Recourse Indebtedness) of the Parent any Credit Party or any of its their Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate principal amount of all such Indebtedness as described in preceding clauses (i) through and (iiiii) is at least $100,000,000 (or, in the case of currencies other than Dollars, the Dollar Equivalent thereof), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (a) Holdings, the Borrower, or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in fail to make any payment of with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $66 million and (y) 17.84% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate, for Holdings, the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) above shall apply to any failure to make any payment in excess of the greater of (x) $66 million and (y) 17.84% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)) the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (iii) any Indebtedness (other than the Obligationsincluding as a result of a casualty or condemnation event) of the Parent property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $66 million and (y) 17.84% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)) prior to the stated maturity thereof, ; provided that it this clause (b) shall not be apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings, the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; provided, further, that with respect to the First Lien Facilities, a Default or Event of Default under this Section 10.04 unless the aggregate principal amount First Lien Facilities (other than as a result of all Indebtedness as described in preceding clauses (ifailure to pay at scheduled maturity) through (iii), inclusive, exceeds $10,000,000; orshall constitute an Event of Default hereunder only if the holders of First Lien Facilities have caused the same to become due and payable prior to the scheduled maturity thereof.

Default Under Other Agreements. (i) The Parent Holdings, any Borrower or any of its the Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of the Parent Holdings, any Borrower or any of its the Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (i) The Parent Holdings, the Lead Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of Holdings, the Parent Lead Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iiiii) is at least equal to the Threshold Amount, (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder and (C) an Event of Default under clause (i)(y) of this Section 11.04 with respect to the ABL Credit Agreement or First Lien Credit Agreement shall not be an Event of Default until the earliest of (I) in the case of a payment default, the first date on which such default shall continue unremedied for a period of 30 days after the date of such default (during which period such default is not waived or cured), inclusive(II) the date on which the Indebtedness under the ABL Credit Agreement or First Lien Credit Agreement, exceeds $10,000,000as applicable, has been accelerated as a result of such default and (III) the date on which or until the administrative agent and/or the lenders under the ABL Credit Agreement or First Lien Credit Agreement, as applicable, have exercised their secured creditor remedies as a result of such default; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in fail to pay any payment principal of or premium or interest on any Material Indebtedness (other than but excluding Indebtedness outstanding hereunder) of the Obligations) beyond Borrower or such Subsidiary (as the period of gracecase may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, provided specified in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition instrument relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, such Indebtedness; or any other event shall occur or condition existshall exist 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 which default or other such event or condition is to causeaccelerate, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payableacceleration of, or required to be prepaid, redeemed, defeased require the prepayment or repurchased redemption (other than by a regularly scheduled required prepaymentprepayment or redemption), purchase or defeasance of such Indebtedness or that an offer to repay, redeem, purchase or defease such Indebtedness be made, in each case prior to the stated maturity thereof, ; provided that it this Section 8.01(d) shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses apply to (i) through secured Indebtedness that becomes due as a result of a disposition, transfer, condemnation, insured loss or similar event relating to the property or assets securing such Indebtedness, (ii) any customary offer to repurchase provisions upon an asset sale, (iii)) customary debt and equity proceeds prepayment requirements contained in any bridge or other interim credit facility, inclusive, exceeds $10,000,000(iv) Indebtedness of any Person assumed in connection with the acquisition of such Person to the extent that such Indebtedness is repaid as required by the terms thereof as a result of the acquisition of such Person or (v) the redemption of any Indebtedness incurred to finance an acquisition pursuant to any special mandatory redemption feature that is triggered as a result of the failure of such acquisition to occur; or

Default Under Other Agreements. (a) Any Parent Guarantor, the Borrower Agent or any of their Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent Administrative Agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity Stated Maturity (and, in the case of any Indebtedness listed on Schedule 11.04, such default, event or condition continues uncured for a period of 15 days), or (iiib) any Indebtedness (other than the Obligations) of any Parent Guarantor, the Parent Borrower Agent or any of its their Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, payable prior to the stated maturity Stated Maturity thereof, ; provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (ia) through and (iii), inclusive, exceeds $10,000,000; orb) is at least equal to the Threshold Amount.

Default Under Other Agreements. (ia) The Parent Company or any of its Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness or Contingent Obligation (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or Contingent Obligation 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 to permit the holder or holders of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness or Contingent Obligation to become due prior to its stated maturity maturity; or (iiib) any Indebtedness or Contingent Obligation (other than the Obligations) of the Parent Company or any of its Restricted Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 8.04 unless the aggregate principal amount of any one issue of such Indebtedness or Contingent Obligation exceeds $7,500,000 or the aggregate amount of all such Indebtedness as described and Contingent Obligations referred to in preceding clauses (ia) through and (iii), inclusive, b) above exceeds $10,000,00015,000,000 at any one time; or

Default Under Other Agreements. (i) The Parent Guarantor or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Parent Guarantor or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Financial Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity maturity, or (iii) any Financial Indebtedness (other than the Obligations) of the Parent Guarantor or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (a) Holdings, the Borrower, or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in fail to make any payment of with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $5590 million and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate, for Holdings, the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) above shall apply to any failure to make any payment in excess of the greater of (x) $5590 million and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)) the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (iii) any Indebtedness (other than the Obligationsincluding as a result of a casualty or condemnation event) of the Parent property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $5590 million and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)) prior to the stated maturity thereof, ; provided that it this clause (b) shall not be apply to (x) secured Indebtedness that becomes due as a Default result of the voluntary sale or Event transfer of Default the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings, the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,00011; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries Restricted Subsidiary (other than a Securitization Entity) shall (x) default in any payment of any Indebtedness (other than the Obligations) in an aggregate principal amount of at least $35,000,000 beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries type and in the amounts described in clause (i) above (x) shall be declared to be (or shall become) due and payable, or required to be prepaidprepaid or (y) shall become subject to a requirement to offer to prepay or repurchase such Indebtedness, redeemedin each case, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or a mandatory prepayment not otherwise prohibited by the terms of this Agreement of less than all of such Indebtedness, prior to the stated maturity thereof; provided, provided that, to the extent that it shall not be a Default any such event or acceleration giving rise to the Event of Default under this Section 10.04 unless 7.01(d) is cured, expressly waived, or, in the aggregate principal amount case of all Indebtedness as described an acceleration of such Indebtedness, such acceleration is rescinded (other than, in preceding clauses (i) through (iiiany case, by making the required payment, prepayment or offer to prepay or repurchase such Indebtedness), inclusivethen, exceeds $10,000,000to the extent that (A) no other Event of Default shall then exist hereunder, (B) the Obligations hereunder have not been accelerated and (C) no remedies have been exercised in accordance with the Credit Documents as a result of an Event of Default arising solely under this Section 7.01(d), such Event of Default under this Section 7.01(d) shall be considered waived hereunder; or

Default Under Other Agreements. (i) The Parent MLP, the Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent MLP, the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder and such Indebtedness is promptly paid; or

Default Under Other Agreements. (i) The Parent VHS Holdco I or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is requiredwith all applicable grace periods having expired), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent VHS Holdco I or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment (including, without limitation, by reason of the occurrence of a change of control or other similar event, but excluding by reason of any due-on-sale clause contained in Indebtedness so long as such sale is permitted hereunder and under the document providing for such Indebtedness or the aggregate principal amount of all such Indebtedness does not exceed $10,000,000), prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under clauses (i) or (ii) of this Section 10.04 10A.04 unless the aggregate outstanding principal amount of all Indebtedness as described in preceding such clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,00025,000,000; or

Default Under Other Agreements. (i) The Parent Holdings, the MLP, the Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of Holdings, the Parent MLP, the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder and such Indebtedness is promptly paid; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Financial Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity or maturity, (iii) any Financial Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or;

Default Under Other Agreements. (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds (x) in the case of the Parent or any Subsidiary of the Parent (other than the Borrower or a Subsidiary Guarantor), $10,000,000, or (y) in the case of the Borrower or a Subsidiary Guarantor, $1,000,000; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness or Contingent Obligation (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or Contingent Obligation 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 to permit the holder or holders of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness or Contingent Obligation to become due prior to its stated maturity maturity; or (iiib) any Indebtedness or Contingent Obligation (other than the Obligations) of the Parent Borrower or any of its Restricted Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the aggregate principal amount of all such Indebtedness as described and Contingent Obligations referred to in preceding clauses (ia) through and (iii), inclusive, b) above exceeds $10,000,00020,000,000 at any one time; or

Default Under Other Agreements. (a) The Company or any Subsidiary ------------------------------ shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness for borrowed money (other than this Note) which Indebtedness has an outstanding principal amount in excess of the Obligations) Cross-Default Threshold, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement agreement, covenant or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due prior to its stated maturity and such default or event shall continue beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created (after giving effect to any consent or waiver obtained and then in effect thereunder); or (iiib) any Indebtedness (other than the Obligations) of the Parent Company or any Subsidiary which has an outstanding principal amount in excess of the Cross-Default Threshold shall, in accordance with its Subsidiaries shall terms, be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled or required prepayment, payment prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any Indebtedness in an aggregate principal amount equal to or exceeding $1,500,000 (other than the ObligationsNotes, the Restructuring Notes, the Intercompany Term Notes, the ConPharma Note and the Intercompany Acquisition Notes) beyond the period of gracegrace (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness in an aggregate principal amount equal to or exceeding $3,750,000 (other than the ObligationsNotes, the Restructuring Notes, the Intercompany Term Notes, the ConPharma Note and the Intercompany Acquisition Notes) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries Subsidiaries, in an aggregate principal amount equal to or exceeding $3,750,000, shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. Holdings, the Borrower or any of their respective Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity (other than, in the case of the Seller Note, as a result of a redemption required by the first sentence of Section 4(c) of the Seller Note and permitted to be paid pursuant to Section 9.11(ii)), or (iii) any Indebtedness (other than the Obligations) of Holdings, the Parent Borrower or any of its their respective Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, (other than, in the case of the Seller Note, as a result of a redemption required by the first sentence of Section 4(c) of the Seller Note and permitted to be paid pursuant to Section 9.11(ii)), provided that (x) it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds is at least $10,000,0005,000,000; or

Default Under Other Agreements. (a) The Borrower, any Parent Guarantor or any of their Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity Stated Maturity (and, in the case of any Indebtedness listed on Schedule 7.04, such default, event or condition continues uncured for a period of 15 days), or (iiib) any Indebtedness (other than the Obligations) of the Borrower, any Parent Guarantor or any of its their Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, payable prior to the stated maturity Stated Maturity thereof, ; provided that it shall not be a Default or an Event of Default under this Section 10.04 7.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (ia) through and (iii), inclusive, exceeds $10,000,000b) is at least equal to the Threshold Amount; or

Default Under Other Agreements. (a) The Borrower shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness For Borrowed Money (other than the Obligationsas provided in Section 9.01) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness For Borrowed Money was created or (ii) default (other than in the Parent manner referred to in clause (i)) in the observance or performance of any agreement or condition relating to any Indebtedness For Borrowed Money (other than as provided in Section 9.01) 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 such default or other event or condition is to (x) cause any such Indebtedness For Borrowed Money to become due prior to its Subsidiaries stated maturity or (y) if such Indebtedness For Borrowed Money ranks pari passu in right of payment with the Eximbank Secured Obligations, permit the Person to whom such Indebtedness For Borrowed Money is owed to declare the same due and payable prior to the stated maturity thereof; or (b) any Indebtedness For Borrowed Money of the Borrower shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (c) any Obligor (other than PNOC-EDC, Ormat and the BOT Operation Performance Security Issuer) shall (i) default in any payment of any Indebtedness For Borrowed Money in an aggregate principal amount exceeding the equivalent of $2,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness For Borrowed Money was created or (ii) default in the observance or performance of any agreement or condition relating to any Indebtedness (other than For Borrowed Money in an aggregate principal amount exceeding the Obligations) equivalent of $2,000,000 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness For Borrowed Money to become due prior to its stated maturity maturity; or (d) Ormat shall (i) default in any payment of any Indebtedness For Borrowed Money in an aggregate principal amount exceeding $4,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness For Borrowed Money was created or (iiiii) default in the observance or performance of any agreement or condition relating to any Indebtedness For Borrowed Money in an aggregate principal amount exceeding $4,000,000 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 any such Indebtedness For Borrowed Money to become due prior to its stated maturity; provided, however, that if one or more of the events described in this clause (d) shall occur after the date on which Ormat shall cease to be an Obligor, the occurrence of such event or events shall not be deemed an Event of Default unless, in the reasonable judgment of the Required Secured Parties, the occurrence of such event or events has had or is reasonably likely to have a material adverse effect on the operations, business, condition (financial or otherwise) or property of the Borrower; or (e) any Indebtedness indebtedness For Borrowed Money in an aggregate principal amount exceeding the equivalent of $2,000,000 of any Obligor (other than PNOC-EDC, Ormat and the Obligations) of the Parent BOT Operation Performance Security Issuer), or any Indebtedness for Borrowed Money in an aggregate principal amount exceeding $4,000,000 of its Subsidiaries Ormat, shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided and, if such Obligor is the Construction Supplier, the existence of such Indebtedness For Borrowed Money that it has been declared due and payable prior to the stated maturity thereof, in the reasonable judgment of Eximbank, has had or is reasonably likely to have a Material Adverse Effect; provided, however, that if one or more of the events described in this clause (e) with respect to the Indebtedness For Borrowed Money of Ormat or Ormat International, as the case may be, shall occur after the date on which Ormat or Ormat International, as the case may be, shall cease to be an Obligor, the occurrence of such event or events shall not be a Default or deemed an Event of Default under this Section 10.04 unless unless, in the aggregate principal amount reasonable judgment of all Indebtedness as described Eximbank, the occurrence of such Event or events has had or is reasonably likely to have a Material Adverse Effect; or (f) a default shall have occurred in preceding clauses the performance of any material obligation by (i) through any Obligor (iiiother than the BOT Operation Performance Security Issuer) or the Republic under any of the Project Documents to which such Person is a party and such default shall continue unremedied beyond the period of grace, if any, extended to such Person with respect to such default, as specified in the Project Document under which such obligation was created or (ii) any other party (other than the Persons referred to in clause (i) of this Section 9.04(f), inclusive, exceeds $10,000,000) under any of the Project Documents and the existence of such default in the reasonable judgment of Eximbank has had or is reasonably likely to have a Material Adverse Effect (and has not been cured within 60 days); or

Default Under Other Agreements. (ia) The Parent Company or any of its Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness or Contingent Obligation (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or Contingent Obligation 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 to permit the holder or holders of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness or Contingent Obligation to become due prior to its stated maturity maturity; or (iiib) any Indebtedness or Contingent Obligation (other than the Obligations) of the Parent Company or any of its Restricted Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the aggregate principal amount of any one issue of such Indebtedness or Contingent Obligation exceeds $7,500,000 or the aggregate amount of all such Indebtedness as described and Contingent Obligations referred to in preceding clauses (ia) through and (iii), inclusive, b) above exceeds $10,000,00015,000,000 at any one time; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness, in excess of $50,000,000 (or, if at any Indebtedness time after the date hereof, clause (other than a)(i) of Section 10.4 of the ObligationsRevolving Credit Agreement (or the corresponding provision in any amended, replacement or refinancing facility referred to below) shall be amended to change the Dollar amount set forth therein, such Dollar amount set forth in such clause (a)(i), as so amended, which shall automatically be deemed to be amended to give effect thereto upon the effectiveness of such amendment, replacement or refinancing with no further action required by the parties hereto) in the aggregate, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating theretothereto beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due prior to its stated maturity or maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or.

Default Under Other Agreements. (a) The Borrower, any Parent Guarantor or any of their Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity Stated Maturity (and, in the case of this clause (ii), any such default, event or condition arising under Indebtedness under foreign lines incurred pursuant to clause (xiv) of the definition of Permitted Debt continues uncured for a period of sixty days), or (iiib) any Indebtedness (other than the Obligations) of the Borrower, any Parent Guarantor or any of its their Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, payable prior to the stated maturity Stated Maturity thereof, ; provided that it shall not be a Default or an Event of Default under this Section 10.04 7.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (ia) through and (iii), inclusive, exceeds $10,000,000b) is at least equal to the Threshold Amount; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid (other than (x) by a regularly scheduled required prepaymentprepayment or (y) 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)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds is at least $10,000,00075,000,000; or

Default Under Other Agreements. (ia) The Parent Holdings or any of its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent Holdings or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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, provided ; PROVIDED that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 8.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii), inclusiveb) above, exceeds $10,000,0005,000,000 at any one time; or

Default Under Other Agreements. (a) Any Borrower or any of ------------------------------ its Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent any Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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; provided, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause -------- (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii), inclusiveb) above, exceeds $10,000,0004,000,000 at any one time; or

Default Under Other Agreements. (a) Holdings or any of ------------------------------- its Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent Holdings or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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, ; provided that it shall not be a Default or constitute an Event of Default under pursuant to -------- clause (a) or (b) of this Section 10.04 8.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii), inclusiveb) above, exceeds $10,000,0005,000,000 at any one time; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Notes and/or the Austin Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Notes and/or the Austin Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required, but beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Notes and/or the Austin Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an -92- 100 Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid (other than (x) by a regularly scheduled required prepaymentprepayment or (y) 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)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds is at least $10,000,00050,000,000; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1) in excess of $20,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any other agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (other than, (x) with respect to Indebtedness consisting of any Hedging Agreements, termination events or equivalent events pursuant to the effect terms of which default such Hedging Agreements and (y) secured Indebtedness that becomes due solely as a result of the sale, transfer or other event or condition is to cause, or to permit Disposition (b) without limiting the holder or holders provisions of such Indebtedness clause (or a trustee or agent on behalf of such holder or holdersa) to cause (determined without regard to whether any notice is required)above, any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prepayment or as a mandatory prepayment prior to the stated maturity thereof, ; provided that it this clause (b) shall not be apply to (A) Indebtedness outstanding under any Hedging Agreements that becomes due pursuant to a Default termination event or equivalent event under the terms of such Hedging Agreements and (B) secured Indebtedness that becomes due as a result of a Disposition or a Recovery Event of Default under this Section 10.04 unless of, or related to, the aggregate principal amount of all property or assets securing such Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds (x) in the case of the Parent or any Subsidiary of the Parent (other than the Borrower or a Subsidiary Guarantor), $10,000,000, or (y) in the case of the Borrower or a Subsidiary Guarantor, $1,000,000; or

Default Under Other Agreements. The Borrower or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in fail to make any payment of with respect to any Indebtedness (other than the Obligations) in excess of $50.0 million, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $50.0 million that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (iii) any Indebtedness (other than the Obligationsincluding as a result of a casualty or condemnation event) of the Parent property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, prior with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the stated maturity thereof, provided terms of such Hedge Agreements (it being understood that it clause (a)(i) above shall not be apply to any failure to make any payment in excess of $50.0 million that is required as a Default or Event result of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; orany -141-#89847286v15

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating relat-ing to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencingagree-ment evi-dencing, 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is requiredrequired but determined only after giving effect to any applicable grace period), any such Indebtedness to become due prior to its stated maturity (including in the case of a Permitted Receivables Securitization, any required amortization in connection therewith), or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased pre-paid other than by a regularly scheduled required prepayment, prior to the stated maturity thereofthereof (including in the case of a Permitted Receivables Securitization, any required amortization in connection therewith); provided that it shall not be a Default or an Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,0007,500,000; or

Default Under Other Agreements. (i) The Parent Holdings, the Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Credit Document Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or created, (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Credit Document Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iiiz) default in the payment when due at maturity of the ABL Facility; or (ii) any Indebtedness (other than the Credit Document Obligations) of Holdings, the Parent Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 10.01(d) unless the aggregate principal amount of all any Indebtedness as described in preceding clauses (i) through and (iiiii) is in excess of the Threshold Amount; provided further that, in the case of the preceding clause (i)(y), inclusive(1) any such breach or default with respect to a financial covenant in any such Indebtedness or (2) a breach or default (other than a payment default) by Holdings, exceeds $10,000,000the Borrower or any of its Restricted Subsidiaries with respect to the ABL Facility, the CapEx Facilities and the New PortLP Facility will, in each case of (1) and (2), not constitute an Event of Default unless the agent and/or lenders thereunder have demanded repayment of, or otherwise accelerated, any of the Indebtedness or other obligations thereunder (or terminated commitments thereunder) (provided that, in each case of this clause (d) the cure or waiver of any such default under such other Indebtedness shall automatically cure the corresponding Default or Event of Default arising from such default under this clause (d)); or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any Indebtedness in an aggregate principal amount equal to or exceeding $1,500,000 (other than the ObligationsLoans, the Restructuring Notes, the Intercompany Term Notes, the ConPharma Note and the Intercompany Acquisition Notes) beyond the period of gracegrace (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness in an aggregate principal amount equal to or exceeding $3,750,000 (other than the ObligationsLoans, the Restructuring Notes, the Intercompany Term Notes, the ConPharma Note and the Intercompany Acquisition Notes) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries Subsidiaries, in an aggregate principal amount equal to or exceeding $3,750,000, shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. The Borrower or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in fail to make any payment of with respect to any Indebtedness (other than the Obligations) in excess of $50.0 million, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $50.0 million that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)),the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (iii) any Indebtedness (other than the Obligationsincluding as a result of a casualty or condemnation event) of the Parent property or any assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of its Subsidiaries clause (a) above, anysuch than by a respect to Indebtedness shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, prior with Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the stated maturity thereof, provided terms of such Hedge Agreements (it being understood that it clause (a)(i) above -141-#8983238089847286v115 shall not be apply to result of any any failure to make any payment in excess of $50.0 million that is required as a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or-142-#8983238089847286v115

Default Under Other Agreements. (i) The Parent If, first arising after the Petition Date, any Borrower or any of its Subsidiaries Party shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of graceapplicable grace period, if any, provided in the an instrument or agreement under which such Indebtedness was created is governed or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the any holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holdersholder) to cause (determined without regard after delivery of any notice, if required by any such instrument or agreement, and after giving effect to whether any notice is requiredwaiver, amendment, cure or grace period), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent any Borrower or any of its Subsidiaries other Loan Party shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; provided that it shall not be a Default or an Event of Default under this Section 10.04 10.4 unless the aggregate principal amount of all such Indebtedness as described in preceding clauses (i) through (iii)this Section 10.4 equals to or exceeds the Threshold Amount; provided, inclusive, exceeds $10,000,000; orfurther that this Section 10.4 shall not apply to any default under Indebtedness existing prior to the Petition Date which has been accelerated by virtue of the filing of the Cases;

Default Under Other Agreements. (i) The Parent Holdco I, Holdco II, any Borrower or any of its Restricted Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any payment of amount pursuant to any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $10,000,000 (or in the case of such a default under a Hedging Agreement, $2,500,000 measured by reference to the xxxx to market termination value of obligations under the respective Hedging Agreement(s) at the time) in the aggregate beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or created, (ii) the Parent or any of its Subsidiaries a default shall default occur in the performance or observance or performance of any agreement or condition relating to under any such Indebtedness (other than the Obligations) in excess of $10,000,000 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 to permit the holder or holders of 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 similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) in excess of the Parent $10,000,000 of Holdco I, Holdco II, any Borrower or any of its Restricted Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Repurchase Facility or Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid (other than (x) by a regularly scheduled required prepaymentprepayment or (y) 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)) or, in the case of a Permitted Repurchase Facility or Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all such defaulted or accelerated Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds is at least $10,000,00075,000,000; or

Default Under Other Agreements. (i) The Parent Holdings, theThe Lead Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of Holdings, the Parent Lead Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the ObligationsObligations and/or Specified Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the ObligationsObligations and/or Specified Indebtedness) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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; PROVIDED, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii), inclusiveb) above, exceeds $10,000,0005,000,000 at any one time; or

Default Under Other Agreements. (i) The Parent Holdings, the Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Credit Document Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or created, (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Credit Document Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iiiz) default in the payment when due at maturity of the ABL Facility; or (ii) any Indebtedness (other than the Credit Document Obligations) of Holdings, the Parent Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 10.1(4) unless the aggregate principal amount of all any Indebtedness as described in preceding clauses (i) through and (iiiii) is in excess of the Threshold Amount; provided further that, in the case of the preceding clause (i)(y), inclusive(1) any such breach or default with respect to a financial covenant in any such Indebtedness or (2) a breach or default (other than a payment default) by Holdings, exceeds $10,000,000the Borrower or any of its Restricted Subsidiaries with respect to the ABL Facility, any Term Facilities and the CapEx Facilities will, in each case of (1) and (2), not constitute an Event of Default unless the agent and/or lenders thereunder have demanded repayment of, or otherwise accelerated, any of the Indebtedness or other obligations thereunder (or terminated commitments thereunder) (provided that, in each case of this clause (4) the cure or waiver of any such default under such other Indebtedness shall automatically cure the corresponding Default or Event of Default arising from such default under this clause (4)); or

Default Under Other Agreements. (i) The Parent Holdings or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or created, (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiz) allow an “Event of Default” under and as defined in Three-Year Credit Agreement to occur and be continuing or (ii) any Indebtedness (other than the Obligations) of the Parent Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 unless 11.04 unless, for any Indebtedness other than the Three-Year Credit Facility, the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,000; or

Default Under Other Agreements. The Borrower (ior following the consummation of the Genco Merger, Genco) The Parent or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the original period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Parent Borrower (or following the consummation of the Genco Merger, Genco) or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Financial Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity maturity, or (iii) any Financial Indebtedness (other than the Obligations) of the Parent Borrower (or following the consummation of the Genco Merger, Genco) or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by (x) a regularly scheduled required prepayment or (y) in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,0005,000,000; oror (iv) following the consummation of the Genco Merger, Genco shall default in the observance or performance of any agreement or condition contained in any of the Genco Existing Credit Agreements (as such document exists as of the Amendment No. 1 Effective Date subject to any modifications made in accordance with the terms of this Agreement), or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of Financial Indebtedness under any such Genco Existing Credit Agreements (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity;

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries (other than a Securitization Vehicle) shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is requiredrequired and without regard to the passage of time), any such Indebtedness to become due due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 7.01(d) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least $30,000,000; provided, inclusivefurther, exceeds $10,000,000that with respect to any defaults described in clause (i) above in respect of the First Lien Credit Agreement, such default shall only constitute an Event of Default under this Agreement if such default is not cured or waived within 45 days after the first date on which such default occurs; or

Default Under Other Agreements. (a) The Borrower or any of ------------------------------ its Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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, ; provided that it shall not be a Default or constitute an Event of Default under pursuant to -------- clause (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii), inclusiveb) above, exceeds $10,000,0004,500,000 at any one time; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Financial Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity maturity, or (iii) any Financial Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, ; provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless (x) the Financial Indebtedness described in preceding clauses (i) through (iii) is under an Other Loan Agreement or (y) the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent U.S. Borrower or any of its Subsidiaries shall default in fail to pay any payment principal of or premium or interest on any Material Indebtedness (other than but excluding Indebtedness outstanding hereunder) of the Obligations) beyond Borrower or such Subsidiary (as the period of gracecase may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, provided specified in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition instrument relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, such Indebtedness; or any other event shall occur or condition existshall exist 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 which default or other such event or condition is to causeaccelerate, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payableacceleration of, or required to be prepaid, redeemed, defeased require the prepayment or repurchased redemption (other than by a regularly scheduled required prepaymentprepayment or redemption), purchase or defeasance of such Indebtedness or that an offer to repay, redeem, purchase or defease such Indebtedness be made, in each case prior to the stated maturity thereof, ; provided that it this Section 8.01(d) shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses apply to (i) through secured Indebtedness that becomes due as a result of a disposition, transfer, condemnation, insured loss or similar event relating to the property or assets securing such Indebtedness, (ii) any customary offer to repurchase provisions US-DOCS\106883637.15 upon an asset sale, (iii)) customary debt and equity proceeds prepayment requirements contained in any bridge or other interim credit facility, inclusive, exceeds $10,000,000(iv) Indebtedness of any Person assumed in connection with the acquisition of such Person to the extent that such Indebtedness is repaid as required by the terms thereof as a result of the acquisition of such Person or (v) the redemption of any Indebtedness incurred to finance an acquisition pursuant to any special mandatory redemption feature that is triggered as a result of the failure of such acquisition to occur; or

Default Under Other Agreements. (a) The Borrower or any of ------------------------------ its Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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; provided, provided that it shall not be a Default or -------- constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii), inclusiveb) above, exceeds $10,000,0002,500,000 at any one time; or

Default Under Other Agreements. (i) The Parent Holdings, the Lead Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the ObligationsObliga- tions) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of Holdings, the Parent Lead Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (a) The Borrower or any of ------------------------------ its Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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; provided, provided that it shall not be a Default or constitute an Event of Default under -------- pursuant to clause (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii), inclusiveb) above, exceeds $10,000,0002,500,000 at any one time; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries (other than a Securitization Vehicle) shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined (x) in the case of the Second Lien Credit Agreement, after giving effect to any cure or grace period provided therein and (y) in all other cases, without regard to whether any notice is requiredrequired and without regard to the passage of time), any such Indebtedness to become due due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 7.01(d) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,00020,000,000; or

Default Under Other Agreements. (i) The Parent Holdings, any Borrower or any of its the Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsIndebtedness under this Agreement) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the ObligationsIndebtedness under this Agreement) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the ObligationsIndebtedness under this Agreement) of the Parent Holdings, any Borrower or any of its the Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer (including as a result of any casualty or condemnation event) of the property or assets securing such Indebtedness, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (a) Prior to the Assumption Date, the Borrower or, after the Assumption Date, any Starwood Party (each, a "Designated Party") shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created applicable thereto or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 29 condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligationsfailure to obtain the required consents under the Securitized Debt and the Hinex Xxxund Leases); or (b) any such Indebtedness of the Parent or any of its Subsidiaries Designated Party shall be declared to be due and payablepayable (other than to the extent the Designated Party promptly denies in writing to the applicable creditor the validity of such declaration and is contesting same in good faith), or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereofthereof (including, without limitation, as a result of the failure to obtain the required consents under the Securitized Debt or the Hinex Xxxund Leases), provided that after the Assumption Date it shall not be a Default or constitute an Event of Default under pursuant to this Section 10.04 8.04 unless the aggregate principal amount of all Indebtedness as described referred to in preceding clauses (ia) through and (iii), inclusive, b) above exceeds $10,000,0005,000,000, individually or in the aggregate; or

Default Under Other Agreements. (ia) The Parent ASI or any of its Subsidiaries (other than Non-Material Subsidiaries) shall default in any payment (i) fail to pay principal of or interest on any Indebtedness (other than Indebtedness referred to in Section 7.01 but including any guaranty of Indebtedness referred to in Section 7.01 of any other Subsidiary) in excess of $10,000,000 individually or $25,000,000 in the Obligations) aggregate for ASI and its Subsidiaries and such failure shall continue beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or guaranty was created created, or (ii) the Parent breach or any of its Subsidiaries shall default in the observance or performance of any agreement agreement, obligation or condition relating to any such Indebtedness (other than the Obligations) 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 breach, default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due prior to its stated maturity (or the stated maturity of the underlying obligation, as the case may be); (iiib) any such Indebtedness of ASI or any Subsidiary (other than the ObligationsNon-Material Subsidiaries) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid (other than from the proceeds of asset sales or the issuance of other securities to the extent required by the Senior Indentures or by a regularly scheduled required prepayment, ) prior to the stated maturity thereofthereof or (c) there shall occur any default, provided that it shall not be event of default, event of termination or other event entitling any person other than ASI or a Default Subsidiary to accelerate any Indebtedness, or Event terminate the purchase of Default receivables, under this Section 10.04 unless a Permitted Receivables Financing or under another sale of receivables transaction under which the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, uncollected accounts receivable held by the applicable purchaser exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower, the German Borrower or any of its the Material Subsidiaries shall default in fail to make any payment beyond the applicable grace period with respect thereto, if any, whether at stated maturity or otherwise, of any amount pursuant to any Material Indebtedness (other than Indebtedness owed to the Obligations) beyond Lenders under the period of graceLoan Documents), if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries a default shall default occur in the performance or observance or performance of any agreement or condition relating to under any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is with the giving of notice, if required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payabledue, or required to be prepaidrequire the prepayment, redeemedrepurchase, defeased redemption or repurchased other than by a regularly scheduled required prepaymentdefeasance thereof, prior to the stated maturity thereof, ; provided that it this clause (g)(ii) shall not apply to (x) secured Indebtedness that becomes due (or requires an offer to purchase) as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness or (y) such Indebtedness that is required to be prepaid upon a Default “Change of Control” (or equivalent term) so long as on or prior to the date the events constituting such “Change of Control” (or equivalent term) occur, either (I) the terms of such Indebtedness have been amended to eliminate the requirement to make such offer, (II) such Indebtedness has been defeased or discharged so that such requirement shall no longer apply (and, in the event such “Change of Control” (or equivalent term) is subject to a requirement that a specific credit ratings event or similar condition subsequent occur, no Event of Default shall exist until such time as the specific credit ratings event or similar condition subsequent has also occurred resulting in the obligor under this Section 10.04 unless such Indebtedness becoming unconditionally obligated to make such offer) or (III) solely in the case of Indebtedness of any Person acquired by the Borrower or any of its Subsidiaries where such “Change of Control” (or equivalent term) under such Indebtedness resulted NY\6127033.17 from the Borrower or one of its Subsidiary’s acquisition of such Person, (x) the sum of Available Liquidity plus any available debt financing commitments from any Revolving Lender or any Affiliate of a Revolving Lender or any other financial institution of nationally recognized standing available to the Borrower or its Subsidiaries for purposes of refinancing such Indebtedness is at least equal to the aggregate principal amount that would be required to repay such Indebtedness pursuant to any required “Change of Control offer” (or equivalent term) pursuant to the terms of such Indebtedness at all times prior to the expiration of the rights of the holders of such Indebtedness to require the repurchase or repayment of such Indebtedness as described in preceding clauses a result of such acquisition and (iy) through the Borrower or the applicable Subsidiary complies with the provisions of such Indebtedness that are applicable as a result of such acquisition (iii)including by consummating any required “Change of Control offer” (or equivalent term) for such Indebtedness; provided, inclusivefurther, exceeds $10,000,000that this clause (g) shall not apply if such failure is remedied or waived by the holders of such Indebtedness prior to any termination of the Revolving Commitments or acceleration of the Loans pursuant to Section 8.02; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid (other than (x) by a regularly scheduled required prepaymentprepayment or (y) 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)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all such defaulted or accelerated Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds is at least $10,000,00075,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument an instru­ment or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance obser­vance or performance of any agreement or condition relating relat­ing to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencingagree­ment 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined deter­mined without regard to whether any notice is required), any such Indebtedness to become due (and/or, in the case of an Interest Rate Protection Agreement or Other Hedging Agreement, to be terminated) prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payablepayable (and/or, in the case of an Interest Rate Protection Agreement or Other Hedging Agreement, to be terminated), or required to be prepaidpre­paid (and/or terminated, redeemed, defeased or repurchased as the case may be) other than by a regularly regu­larly scheduled required prepayment, prior to the stated maturity thereof, provided that (x) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal princi­pal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least $5,000,000 or unless such Indebtedness is in respect of the Pulitzer Debt, inclusiveand (y) all references to “Indebtedness” contained in this Section 11.04, exceeds $10,000,000when referring to Indebtedness of any Debtor, shall mean any Indebtedness incurred after the Petition Date; or

Default Under Other Agreements. (i) The Parent Holdings, any Borrower or any of its the Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsIndebtedness under this Agreement) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the ObligationsIndebtedness under this Agreement) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the ObligationsIndebtedness under this Agreement) of the Parent Exhibit A-112 Holdings, any Borrower or any of its the Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iiiii) is at least equal to the Threshold Amount, (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of, or Recovery Event with respect to, the property or assets securing such Indebtedness, if such sale or transfer or Recovery Event is otherwise permitted hereunder and (C) an Event of Default under clause (i)(y) of this Section 11.04 with respect to the ABL Credit Agreement shall not be an Event of Default until the earliest of (I) in the case of a payment default, the first date on which such default shall continue unremedied for a period of 30 days after the date of such default (during which period such default is not waived or cured), inclusive(II) the date on which the Indebtedness under the ABL Credit Agreement has been accelerated as a result of such default and (III) the date on which the administrative agent, exceeds $10,000,000the collateral agent and/or the lenders under the ABL Credit Agreement have exercised their secured creditor remedies as a result of such default; or

Default Under Other Agreements. (i) The Parent Holdings, the Lead Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of Holdings, the Parent Lead Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than Indebtedness under the ObligationsCredit Documents) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than Indebtedness under the ObligationsCredit Documents) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required, but beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than Indebtedness under the ObligationsCredit Documents) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,0003,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Financial Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity maturity, or (iii) any Financial Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, ; provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless (x) the Financial Indebtedness described in preceding clauses (i) through (iii) is under the Other Loan Agreement or (y) the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Guarantor or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Parent Guarantor or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Financial Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity maturity, or (iii) any Financial Indebtedness (other than the Obligations) of the Parent Guarantor or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,0005,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid (other than (x) by a regularly scheduled required prepaymentprepayment or (y) 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)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 10.0411.04 unless the aggregate principal amount of all such defaulted or accelerated Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds is at least $10,000,00075,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries Subsidi­aries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness Indebt­edness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition condi­tion relating to any Indebtedness (other than the Obligations) or contained in any instrument instru­ment or agreement 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined deter­mined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment (including, with­out limitation, by reason of the occurrence of a change of control or other similar event, but exclud­ing by reason of any due-on-sale clause contained in Indebtedness so long as the aggre­gate principal amount of all such Indebtedness does not exceed $5,000,000), prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under clauses (i) or (ii) of this Section 10.04 unless the aggregate outstanding principal amount of all Indebtedness as described in preceding such clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,0005,000,000; or

Default Under Other Agreements. (i) The Parent Holdings, the Lead Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of Holdings, the Parent Lead Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (ia) The Parent Company or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) the Parent or default beyond any period of its Subsidiaries shall default grace in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due prior to its stated maturity maturity, or (iiib) any Indebtedness (other than the Obligations) of the Parent Company or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased in each case other than (x) by a regularly scheduled required prepaymentprepayment or pursuant to customary mandatory prepayment provisions in connection with asset sales, casualty and condemnation events, the incurrence of indebtedness, the issuance of Equity Interests or excess cash flow, prior to the stated maturity thereof, (y) in connection with any payment, prepayment, redemption, repurchase or acquisition for value of Indebtedness permitted under Section 10.08 and (z) any Net Share Settlement of any Permitted Convertible Notes; provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (ia) through and (iii), inclusive, exceeds $10,000,000b) is at least equal to the Threshold Amount; or

Default Under Other Agreements. (a) The Borrower or any of ------------------------------ its Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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; provided, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause -------- (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii), inclusiveb) above, exceeds $10,000,0004,000,000 at any one time; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries Restricted Subsidiary (other than a Securitization Entity) shall (x) default in any payment of any Indebtedness (other than the Obligations) in an aggregate principal amount of at least $35,000,000 beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries type and in the amounts described in clause ‎(i) above (x) shall be declared to be (or shall become) due and payable, or required to be prepaidprepaid or (y) shall become subject to a requirement to offer to prepay or repurchase such Indebtedness, redeemedin each case, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or a mandatory prepayment not otherwise prohibited by the terms of this Agreement of less than all of such Indebtedness, prior to the stated maturity thereof; provided, provided that, to the extent that it shall not be a Default any such event or acceleration giving rise to the Event of Default under this Section 10.04 unless 7.01(d) is cured, expressly waived, or, in the aggregate principal amount case of all Indebtedness as described an acceleration of such Indebtedness, such acceleration is rescinded (other than, in preceding clauses (i) through (iiiany case, by making the required payment, prepayment or offer to prepay or repurchase such Indebtedness), inclusivethen, exceeds $10,000,000to the extent that (A) no other Event of Default shall then exist hereunder, (B) the Obligations hereunder have not been accelerated and (C) no remedies have been exercised in accordance with the Credit Documents as a result of an Event of Default arising solely under this Section 7.01(d), such Event of Default under this Section 7.01(d) shall be considered waived hereunder; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness or Contingent Obligation (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or Contingent Obligation 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 to permit the holder or holders of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness or Contingent Obligation to become due prior to its stated maturity maturity; or (iiib) any Indebtedness or Contingent Obligation (other than the Obligations) of the Parent Borrower or any of its Restricted Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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, ; provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 unless the aggregate principal amount of all such Indebtedness as described and Contingent Obligations referred to in preceding clauses (ia) through and (iii), inclusive, b) above exceeds $10,000,00020,000,000 at any one time; or

Default Under Other Agreements. The Borrower or any of ------------------------------ its Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in making any payment of any principal of any Indebtedness (other than including any Guarantee Obligation in respect of Indebtedness, and the ObligationsIncreasing Rate Term Loans but excluding the Loans and Non-Recourse Indebtedness) on the scheduled or original due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) default in making any payment of any interest on any such Indebtedness beyond the Parent period of grace, if any, provided in the instrument or any of its Subsidiaries shall agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or holdersbeneficiary) to cause (determined without regard to whether any cause, with the giving of notice is if required), any such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) any Indebtedness of this paragraph (other than the Obligationsd) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be at any time constitute a Default or an Event of Default under unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this Section 10.04 unless paragraph (d) shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal amount of all Indebtedness as described which exceeds in preceding clauses (i) through (iii), inclusive, exceeds the aggregate $10,000,00015,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than (x) by a regularly scheduled required prepaymentrepayment or (y) 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, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds is at least $10,000,00015,000,000; or

Default Under Other Agreements. (a) The Borrower or any of ------------------------------ its Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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; provided, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause -------- (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii), inclusiveb) above, exceeds $10,000,0003,500,000 at any one time; or

Default Under Other Agreements. (i) The Parent Holdings, the Borrower or any of its the Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsIndebtedness under this Agreement) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the ObligationsIndebtedness under this Agreement) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the ObligationsIndebtedness under this Agreement) of Holdings, the Parent Borrower or any of its the Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount (or in the case of Floor Plan Financing, inclusive$75,000,000) and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of, exceeds $10,000,000or Recovery Event with respect to, the property or assets securing such Indebtedness, if such sale or transfer or Recovery Event is otherwise permitted hereunder; or

Default Under Other Agreements. The Borrower or any of ------------------------------ its Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in making any payment of any principal of any Indebtedness (other than including any Guarantee Obligation in respect of Indebtedness and the Obligationsloans under the Senior Credit Facilities, but excluding the Loans and Exchange Notes and Non-Recourse Indebtedness) on the scheduled or original due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) default in making any payment of any interest on any such Indebtedness beyond the Parent period of grace, if any, provided in the instrument or any of its Subsidiaries shall agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness (other than the Obligations) 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 to permit the holder or holders beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or holdersbeneficiary) to cause (determined without regard to whether any cause, with the giving of notice is if required), any such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) any Indebtedness of this paragraph (other than the Obligationsd) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be at any time constitute a Default or an Event of Default under unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this Section 10.04 unless paragraph (d) shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal amount of all Indebtedness as described which exceeds in preceding clauses (i) through (iii), inclusive, exceeds the aggregate $10,000,00015,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Notes and/or the Austin Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Notes and/or the Austin Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required, but beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Notes and/or the Austin Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentpre-payment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,000; or

Default Under Other Agreements. (a) Any Parent Guarantor, the Borrower or any of their Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity Stated Maturity (and, in the case of any Indebtedness listed on Schedule 11.04, such default, event or condition continues uncured for a period of 15 days), or (iiib) any Indebtedness (other than the Obligations) of any Parent Guarantor, the Parent Borrower or any of its their Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, payable prior to the stated maturity Stated Maturity thereof, ; provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (ia) through and (iii), inclusive, exceeds $10,000,000; orb) is at least equal to the Threshold Amount.

Default Under Other Agreements. (i) The Parent Company or any of its Subsidiaries Restricted Subsidiary shall (x) default in any payment of any Indebtedness (other than the ObligationsObligations and other than intercompany Indebtedness permitted by Section 10.04) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Company or any of its Subsidiaries Restricted Subsidiary shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; provided that (A) other than with respect to the ABL Credit Facility, it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (i) The Parent or Borrower, any of its Restricted Subsidiaries or, for so long as TV One remains a Designated Entity, TV One shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required, but after giving effect to any waiver, amendment, cure or grace period), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent or Borrower, any of its Restricted Subsidiaries or, for so long as TV One remains a Designated Entity, TV One shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,0005,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) ), including, without limitation, Indebtedness under the Existing Credit Facility beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than (x) by a regularly scheduled required prepaymentrepayment or (y) 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, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds is at least $10,000,00015,000,000; or

Default Under Other Agreements. (a) Holdings, the Borrower, or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in fail to make any payment of with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $90 million and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate, for Holdings, the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) above shall apply to any failure to make any payment in excess of the greater of (x) $90 million and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)) the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (iii) any Indebtedness (other than the Obligationsincluding as a result of a casualty or condemnation event) of the Parent property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $90 million and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)) prior to the stated maturity thereof, ; provided that it this clause (b) shall not be apply to (x) secured Indebtedness that becomes due as a Default result of the voluntary sale or Event transfer of Default the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings, the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,00011; or

Default Under Other Agreements. (i) The Parent Borrower or any of its ------------------------------ Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than (x) by a regularly scheduled required prepaymentprepayment or (y) 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, provided that it shall -------- not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds is at least $10,000,00015,000,000; or

Default Under Other Agreements. (i) The Parent VHS Holdco I or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is requiredwith all applicable grace periods having expired), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent VHS Holdco I or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment (including, without limitation, by reason of the occurrence of a change of control or other similar event, but excluding by reason of any due-on-sale clause contained in Indebtedness so long as such sale is permitted hereunder and under the document providing for such Indebtedness or the aggregate principal amount of all such Indebtedness does not exceed $10,000,000), prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under clauses (i) -95- or (ii) of this Section 10.04 10A.04 unless the aggregate outstanding principal amount of all Indebtedness as described in preceding such clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,000; or

Default Under Other Agreements. (i) The Parent Holdco I, Holdco II, Borrower or any of its Restricted Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any payment of amount pursuant to any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $10,000,000 (or, in the case of such a default under a Hedging Agreement, $2,500,000, measured by reference to the xxxx to market termination value of obligations under the respective Hedging Agreement(s) at the time) in the aggregate beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or created, (ii) the Parent or any of its Subsidiaries a default shall default occur in the performance or observance or performance of any agreement or condition relating to under any such Indebtedness (other than the Obligations) in excess of $10,000,000 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 to permit the holder or holders of 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 similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) in excess of the Parent $10,000,000 of Holdco I, Holdco II, Borrower or any of its Restricted Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the original period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Financial Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity maturity, or (iii) any Financial Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by (x) a regularly scheduled required prepayment or (y) in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,0005,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) 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 to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is requiredrequired but determined only after giving effect to any applicable grace period), any such Indebtedness to become due prior to its stated maturity (including in the case of a Permitted Receivables Securitization, any required amortization in connection therewith), or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereofthereof (including in the case of a Permitted Receivables Securitization, any required amortization in connection therewith); provided that it shall not be a Default or an Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,000; or