Common use of Defaults Under Other Agreements Clause in Contracts

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, (i) such Borrower or a Material Subsidiary of such Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness indebtedness of such the Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, 100,000,000 (iother than indebtedness outstanding under this Agreement or Non-Recourse Indebtedness) (A) such Borrower or a Material Subsidiary of such the Borrower shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtednessindebtedness, or (B2) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or of the holders of such Indebtedness indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, or by a mandatory prepayment upon specified events or mandatory redemptionconditions, in each case, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures indebtedness shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease to which it is a party, if such default would have or would reasonably be expected to have a Material Adverse Effect. (ii) With respect to any Indebtedness of the Borrower or any of its Subsidiaries (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, 20,000,000 in the aggregate (iA) such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (By) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, cause or permit, permit the holder or the holders of such Indebtedness (or any trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease to which it is a party, if such default would have or would reasonably be expected to have a Material Adverse Effect. (ii) With respect to any Indebtedness of the Borrower or any of its Subsidiaries (other than Indebtedness of such Borrower outstanding under this Credit Loan Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, 20,000,000 in the aggregate (iA) such the Borrower or a Material such Subsidiary of such Borrower shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (By) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, cause or permit, permit the holder or the holders of such Indebtedness (or any trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease to which it is a party, if such default would have or would reasonably be expected to have a Material Adverse Effect. (ii) With respect to any Indebtedness of the Borrower or any of its Subsidiaries (other than Indebtedness of such Borrower outstanding under this Credit Loan Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, 40,000,000 in the aggregate (iA) such the Borrower or a Material such Subsidiary of such Borrower shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (By) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, cause or permit, permit the holder or the holders of such Indebtedness (or any trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary of such the Borrower in a principal amount in excess of $100,000,00025,000,000, (i) such the Borrower or a Material Subsidiary of such the Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease to which it is a party, if such default would have or would reasonably be expected to have a Material Adverse Effect. (ii) With respect to any Indebtedness of the Borrower or any of its Subsidiaries (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, 20,000,000 in the aggregate (iA) such the Borrower or a Material such Subsidiary of such Borrower shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (By) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, cause or permit, permit the holder or the holders of such Indebtedness (or any trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. (i) The Borrower shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease to which it is a party, if such default constitutes or would reasonably be expected to constitute a Material Adverse Effect. (ii) With respect to any Indebtedness in excess of $50,000,000 (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, (i) such Borrower or a Material Subsidiary of such the Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or of the holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Recourse Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such any Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a an aggregate principal amount equal to or in excess of $100,000,00050,000,000, (i) such a Borrower or a Material Subsidiary one of such Borrower its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Recourse Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Recourse Indebtedness (or a trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Recourse Indebtedness to become due prior to its stated maturity; or (ii) any such Recourse Indebtedness shall be declared due and payable, or required to be prepaid prepaid, repurchased or redeemed other than by a regularly scheduled required prepayment prepayment, repurchase or mandatory redemption, redemption prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Material Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit AgreementA) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, (i) such Borrower or a Material Subsidiary of such the Borrower shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtednessindebtedness, or (B2) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or of the holders of such Indebtedness indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, or by a mandatory prepayment upon specified events or mandatory redemptionconditions, in each case, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures indebtedness shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,00025,000,000, (i) such Borrower or a Material Subsidiary of such Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,00025,000,000, (i) such Borrower or a Material Subsidiary of such Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to (x) any Indebtedness secured indebtedness of the Borrower or (y) any other indebtedness in excess of $20,000,000 (other than Indebtedness of such Borrower indebtedness outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, (iA) such Borrower or a Material Subsidiary of such the Borrower shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtednessindebtedness, or (B2) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or of the holders of such Indebtedness indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures indebtedness shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such the Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, (i) such the Borrower or a Material Subsidiary of such Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease to which it is a party, if such default would have or would reasonably be expected to have a Material Adverse Effect. (ii) With respect to any Indebtedness of the Borrower or any of its Subsidiaries (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, 40,000,000 in the aggregate (iA) such the Borrower or a Material such Subsidiary of such Borrower shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (By) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, cause or permit, permit the holder or the holders of such Indebtedness (or any trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness in excess of $35,000,000 (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower in a principal amount in excess of $100,000,000, its Principal Subsidiaries (i) such the Borrower or a Material Subsidiary any of such Borrower its Principal Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition existexist other than non-material defaults under any First Mortgage Indenture, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or of the holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and remain unpaid. The foregoing cross default provision shall not apply to Indebtedness to the extent recourse to the Borrower is not paid at maturitylimited to specific assets in a project financing; i.e., defaults under agreements governing non-recourse project financing indebtedness are excluded.

Defaults Under Other Agreements. With respect to any Indebtedness in excess of $35,000,000 (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower in a principal amount in excess of $100,000,000, its Principal Subsidiaries (i) such the Borrower or a Material Subsidiary any of such Borrower its Principal Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition existexist other than non-material defaults under any First Mortgage Indenture, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or of the holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturitymaturity (unless no holder, or trustee on behalf of any holder, has asserted that such event constitutes a default thereunder); or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and remain unpaid. The foregoing cross default provision shall not apply to Indebtedness to the extent recourse to the Borrower is not paid at maturitylimited to specific assets in a project financing; i.e., defaults under agreements governing non-recourse project financing indebtedness are excluded.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a an aggregate principal amount in excess of $100,000,00010,000,000, (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereofthereof and such Indebtedness remains unpaid; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary of such the Borrower in a principal amount in excess of $100,000,00035,000,000, (i) such the Borrower or a Material Subsidiary of such the Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. (i) The Parent Guarantor or any of its Subsidiaries shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease to which it is a party, if such default would have or would reasonably be expected to have a Material Adverse Effect. (ii) With respect to any Indebtedness of the Parent Guarantor or any of its Subsidiaries (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, 40,000,000 in the aggregate (iA) such Borrower the Parent Guarantor or a Material Subsidiary any of such Borrower its Subsidiaries shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (By) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, cause or permit, permit the holder or the holders of such Indebtedness (or any trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease to which it is a party, if such default would have or would reasonably be expected to have a Material Adverse Effect. (ii) With respect to any Indebtedness of the Borrower or any of its Subsidiaries (other than Indebtedness of such Borrower outstanding under this Credit Loan Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, 40,000,000 in the aggregate (iA) such the Borrower or a Material such Subsidiary of such Borrower shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (By) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition existexist (other than a Specified Default), the effect of which default or other event or condition under (A) or (B) above is to cause, cause or permit, permit the holder or the holders of such Indebtedness (or any trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than the Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Significant Subsidiary of such Borrower in a an aggregate principal amount in excess of $100,000,000, (i) such the Borrower or a Material such Significant Subsidiary of such Borrower shall (A) default in any payment (interest or principal) (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturityremains unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,00035,000,000, (i) such Borrower or a Material Subsidiary of such Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a principal amount in excess of $100,000,000500,000.00, including, without limitation, the Subordinated Debt and any indebtedness under the New Credit Agreement (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a an aggregate principal amount in excess of $100,000,0002,000,000, including, without limitation, the Senior Notes or the Subordinated Debt (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. (A) There shall occur a default (beyond the applicable grace period with respect thereto, if any) under either the Kmart License Agreement or the Wal*Mart License Agreement, or (B) any member of the Consolidated Group shall default in the performance or observance (beyond the applicable grace period with respect thereto, if any) of any other material obligation or condition of any contract or lease material to the Consolidated Group, taken as a whole; or (ii) With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000250,000 in the aggregate for the Consolidated Group taken as a whole, (iA) (1) such Borrower or a Material Subsidiary any member of such Borrower the Consolidated Group shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B2) the occurrence and continuance of a default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.any

Defaults Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the performance or observance (beyond the applicable grace period with respect thereto, if any) of any obligation or condition of any contract or lease resulting in liability of $250,000 or more in the aggregate for the Borrower or any of its Subsidiaries; or (ii) With respect to any other Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a an aggregate principal amount in excess of $100,000,000250,000, (iA) (1) such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B2) the occurrence and continuance of a default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (after the giving of notice or lapse of time if required), any such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.or

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a an aggregate principal amount in excess of $100,000,000500,000, including, without limitation, the Subordinated Debt (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Non-Recourse Indebtedness of such Borrower and Indebtedness outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount for which there is recourse against the Parent Company and its Subsidiaries in excess of $100,000,00030,000,000 in the aggregate, (i) such Borrower the Parent Company or a Material Subsidiary any of such Borrower its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause cause, any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.or

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such the Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary of such the Borrower in a principal amount in excess of $100,000,00035,000,000, (i) such the Borrower or a Material Subsidiary of such the Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Recourse Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such any Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a an aggregate principal amount equal to or in excess of $100,000,00050,000,000, (i) such a Borrower or a Material Subsidiary one of such Borrower its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Recourse Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Recourse Indebtedness (or a trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Recourse Indebtedness to become due prior to its stated maturity; or (ii) any such Recourse Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness indebtedness of the Borrower in excess of $100,000,000 (other than Indebtedness of such Borrower indebtedness outstanding under this Credit AgreementAgreement or Non-Recourse Indebtedness) of such the Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, (iA) such Borrower or a Material Subsidiary of such the Borrower shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtednessindebtedness, or (B2) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or of the holders of such Indebtedness indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, or by a mandatory prepayment upon specified events or mandatory redemptionconditions, in each case, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures indebtedness shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000Borrower, (iA) (1) such Borrower or a Material Subsidiary of such Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B2) the occurrence and continuance of a default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the (he holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of lime is required), any such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated staled maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.or

Defaults Under Other Agreements. With respect to any other Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a principal an aggregate amount in excess of $100,000,0001,000,000, (iA) (1) such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries shall (A) default in any payment of principal, interest or premium (and such default shall continue unwaived beyond the applicable grace period and after giving of required notice with respect thereto, if any) with respect to any such Indebtedness, or (B2) the occurrence and continuance of a default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (after the giving of notice or lapse of time if required), any such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.or

Defaults Under Other Agreements. With respect to any Indebtedness ------------------------------- (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a principal amount in excess of $100,000,000500,000.00, including, without limitation, the Subordinated Debt, the Additional Subordinated Debt and any indebtedness under the Supplemental Credit Agreement (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Indebtedness ------------------------------- (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a principal amount in excess of $100,000,000500,000.00, including, without limitation, the Subordinated Debt, the Additional Subordinated Debt and any indebtedness under the New Credit Agreement (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Indebtedness of such Loan Party or any of its Subsidiaries (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or any Swap Contract with a Material Subsidiary of such Borrower in a Swap Termination Value under $100.0 million, having an outstanding principal amount in excess of $100,000,000, 100.0 million in the aggregate (i) such Borrower Loan Party or a Material any such Subsidiary of such Borrower shall (A) default in making any payment when due (beyond the after giving effect to any applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace periodperiod with respect thereto) in the observance or performance of any other covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, in each case the effect of which default or other event or condition under (A) or (B) above is to cause, cause or permit, permit the holder or the holders of such Indebtedness (or any trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. (i) A Credit Party shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease to which it is a party and such default would have or would be reasonably expected to have a Material Adverse Effect; or (ii) With respect to any Indebtedness in excess of $500,000 (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, Credit Party (iA) such Borrower or a Material Subsidiary of such Borrower Person shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B2) default (after giving effect to any applicable grace period) in the observance or performance of any covenant term, condition or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than the Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Significant Subsidiary of such Borrower in a principal amount in excess of $100,000,00025,000,000, (i) such the Borrower or a Material such Significant Subsidiary of such Borrower shall (A) default in any payment (interest or principal) (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturityremains unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of any member of the Consolidated Group that exceeds, whether individually or in the aggregate, (1) if such Borrower Indebtedness is recourse to a member of the Consolidated Group, $25,000,000 or (2) if such Indebtedness is not recourse to a Material Subsidiary member of such Borrower in a principal amount in excess of the Consolidated Group, $100,000,000, 50,000,000: (i) such Borrower or a Material Subsidiary member of such Borrower the Consolidated Group shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, Indebtedness or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the performance or observance (beyond the applicable grace period with respect thereto, if any) of any material obligation or condition of any contract or lease material to the Borrower and its Subsidiaries, taken as a whole; or (ii) With respect to any other Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a principal an aggregate amount in excess of $100,000,000250,000, (iA) (1) such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B2) the occurrence and continuance of a default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement other obligation relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (after the giving of notice or lapse of time if required), any such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.or

Defaults Under Other Agreements. With respect to any Indebtedness (including the Tranche C Loans, but excluding any other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,0002,500,000 in the aggregate for the Parent and the Consolidated Parties taken as a whole, (i) such Borrower the Parent or a Material Subsidiary of such Borrower any Consolidated Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) the occurrence and continuance of a default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.* * * * * * *

Defaults Under Other Agreements. (i) the occurrence of an Event of Default under the Senior Subordinated Notes or the indenture or other governing instrument relating thereto; (ii) Any member of the Consolidated Group shall default in the performance or observance (beyond the applicable grace period with respect thereto, if any) of any material obligation or condition of any contract or lease material to the members of the Consolidated Group taken as a whole; or (iii) With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,0001,000,000 in the aggregate for the members of the Consolidated Group taken as a whole, (iA) such Borrower or a Material Subsidiary any member of such Borrower the Consolidated Group shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B2) the occurrence and continuance of a default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or to permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.or

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement, but specifically including, without limitation, the Indebtedness evidenced by the UDRT Facility) of such Borrower any Credit Party or a Material Subsidiary any of such Borrower its Subsidiaries in a an aggregate principal amount in excess of $100,000,0005,000,000, (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the performance or observance (beyond the applicable grace period with respect thereto, if any) of any obligation or condition of the Service Contracts; or (ii) The Borrower or any of its Subsidiaries shall default, in any materially adverse manner, in the performance or observance (beyond the applicable grace period with respect thereto, if any) of any obligation or condition of any contract or lease; or (iii) With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement), (A) of such the Borrower or a Material Subsidiary any of such Borrower in a principal amount in excess of $100,000,000, (i) such Borrower or a Material Subsidiary of such Borrower its Subsidiaries shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B2) the occurrence and continuance of a default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) , any such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.or

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under 102 this Credit Agreement) of such the Parent, the Borrower or a Material Subsidiary any of such Borrower their Subsidiaries in a an aggregate principal amount in excess of $100,000,0005,000,000, including, without limitation, the Subordinated Debt (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionby a prepayment from the proceeds of an Equity Issuance to the holders of Subordinated Debt, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower a Credit Party or a Material Subsidiary any of such Borrower its Subsidiaries in a principal amount in excess of $100,000,0005,000,000 individually, or in the aggregate, including, without limitation, the Subordinated Debt (i) such Borrower a Credit Party or a Material Subsidiary any of such Borrower its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Holdings, the Borrower or a Material Subsidiary any of such Borrower their Subsidiaries in a principal amount in excess of $100,000,0001,000,000, including, without limitation, the Subordinated Debt (i) such Borrower a Credit Party or a Material Subsidiary any of such Borrower its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. (i) The Lessee shall default in the performance or observance (beyond the applicable grace period with respect thereto, if any) or any material obligation or condition of any contract or lease material to the Lessee and its Consolidated Subsidiaries taken as a whole if such default could reasonably be expected to have a Material Adverse Effect; or (ii) With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit AgreementLease or the other Operative Agreements) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,0002,000,000 in the aggregate for the Lessee and its Consolidated Subsidiaries taken as a whole, (i) such Borrower or a Material Subsidiary of such Borrower shall (A) either (1) a default in any payment shall occur and continue (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B2) a default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.or

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a principal amount in excess of $100,000,000500,000.00, including, without limitation, the Subordinated Debt and any indebtedness under the Working Capital Credit Agreement (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a principal amount in excess of $100,000,000500,000.00, including, without limitation, the Subordinated Debt, the Additional Subordinated Debt and any indebtedness under the New Credit Agreement (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated 50 maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such the Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary of such the Borrower in a principal amount in excess of $100,000,000, (i) such the Borrower or a Material Subsidiary of such the Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a principal amount in excess of $100,000,000500,000.00, including, without limitation, the Subordinated Debt, the Additional Subordinated Debt and any indebtedness under the Supplemental Credit Agreement (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to (x) any Indebtedness secured ------------------------------- indebtedness of the Borrower or (y) any other indebtedness in excess of $20,000,000 (other than Indebtedness of such Borrower indebtedness outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, (iA) such Borrower or a Material Subsidiary of such the Borrower shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtednessindebtedness, or (B2) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or of the holders of such Indebtedness indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures indebtedness shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness of such Loan Party or any of its Subsidiaries (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or any Swap Contract with a Material Subsidiary of such Borrower in a Swap Termination Value under $100,000,000, having an outstanding principal amount in excess of $100,000,000, 100,000,000 in the aggregate (i) such Borrower Loan Party or a Material any such Subsidiary of such Borrower shall (A) default in making any payment when due (beyond the after giving effect to any applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace periodperiod with respect thereto) in the observance or performance of any other covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, in each case the effect of which default or other event or condition under (A) or (B) above is to cause, cause or permit, permit the holder or the holders of such Indebtedness (or any trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any ------------------------------- Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a an aggregate principal amount in excess of $100,000,0005,000,000, including, without limitation, the Subordinated Debt (i) such the Borrower or a Material Subsidiary one of such Borrower its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or 66 trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionby a prepayment from the proceeds of an Equity Issuance to the holders of Subordinated Debt, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000Borrower, (iA) (1) such Borrower or a Material Subsidiary of such Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B2) the occurrence and continuance of a default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.or

Defaults Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease to which it is a party, if such default would have or would reasonably be expected to have a Material Adverse Effect. (ii) With respect to any Indebtedness of the Borrower or any of its Subsidiaries (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, 20,000,000 in the aggregate (iA) such the Borrower or a Material such Subsidiary of such Borrower shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (By) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, cause or permit, permit the holder or the holders of such Indebtedness (or any trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) such Indebtedness to become due prior to its stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; , or (iiiC) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries in a principal amount in excess of $100,000,0001,000,000, including, without limitation, the Subordinated Debt (i) such Borrower or a Material Subsidiary of such Borrower Credit Party shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any term, covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. (i) A Credit Party shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease to which it is a party and such default would have or would be reasonably expected to have a Material Adverse Effect; or (ii) With respect to any Indebtedness in excess of $1,000,000 (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,000, Credit Party (iA) such Borrower or a Material Subsidiary of such Borrower Person shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B2) default (after giving effect to any applicable grace period) in the observance or performance of any covenant term, condition or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permitpermit (without regard to any notice requirement), the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturitymaturity (other than a regularly scheduled payment or mandatory prepayment); or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled or required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iiiC) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.

Defaults Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the performance or observance (beyond the applicable grace period with respect thereto, if any) or any material obligation or condition of any contract or lease material to the Borrower and its Subsidiaries taken as a whole; or (ii) With respect to the Acquisition Note or any other Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $100,000,0001,500,000 in the aggregate for the Borrower and its Subsidiaries taken as a whole, (iA) such the Borrower or a Material Subsidiary any of such Borrower its Subsidiaries shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B2) the occurrence and continuance of a default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its 62 77 stated maturity; or (iiB) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemptionprepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at maturity.or

Defaults Under Other Agreements. With respect to any Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower a Credit Party or a Material Subsidiary any of such Borrower its Subsidiaries in a principal amount in excess of $100,000,0005,000,000, including, without limitation, the Subordinated Debt (i) such Borrower a Credit Party or a Material Subsidiary any of such Borrower its Subsidiaries shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition under (A) or (B) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or mandatory redemption, prior to the stated maturity thereof; or (iii) any such Indebtedness matures shall mature and is not paid at maturityremain unpaid.