Common use of Defaults Under Other Agreements Clause in Contracts

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (other than Indebtedness outstanding under this Agreement) of a Credit Party or any Subsidiary such Credit Party or such Subsidiary shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when due, 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 in this clause (B) is to cause any such Indebtedness to become due prior to its stated maturity or (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness outstanding under this Credit Agreement) of the Borrower or a Credit Party Material Subsidiary of the Borrower in a principal amount in excess of $25,000,000, (i) the Borrower or any a Material Subsidiary such Credit Party or such Subsidiary of 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 fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause is to cause, or permit, the holder or holders of such Indebtedness (Bor trustee or agent on behalf of such holders) is to cause any such Indebtedness to become due prior to its stated maturity or maturity; or (ii) There occurs under any Hedge Agreement an Early Termination Date such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (as defined in such Hedge Agreement) resulting from (Aiii) any event of default under such Hedge Agreement as to which Indebtedness matures and is not paid at maturity. Judgments. One or more judgments, orders, or decrees shall be entered against the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which a Material Subsidiary of the Borrower is an Affected Party involving a liability of $25,000,000 or more, in the aggregate, (as so definedto the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (i) the last day on which such judgment, order or decree becomes final and unappealable and, in either eventwhere applicable, with the Hedge Termination Value owed by the Borrower as status of a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets judicial lien and (yii) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;30 days.

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, Any default made in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (other than Indebtedness outstanding under this Agreement) of a Credit Party or any Subsidiary such Credit Party or such Subsidiary shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with in respect to of any such Indebtedness of any Credit Party or fail to timely pay such Indebtedness when dueany Significant Subsidiary in an aggregate principal amount of Twenty-Five Million Dollars ($25,000,000), or more; provided that Indebtedness of a Significant Subsidiary organized under the laws of a jurisdiction other than the United States of America or a political subdivision thereof shall not be included in the calculation of such Twenty-Five Million Dollars ($25,000,000), so long as: (A) the obligation to make such payment is being actively contested in good faith and such Significant Subsidiary is holding in escrow an amount of cash equal to or greater than the disputed payment; (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, Borrower or any other event Credit Party or condition shall occur such Significant Subsidiary is unable to realize the benefits of ownership of such foreign Subsidiary because of war, civil commotion, insurrection, revolution, riot, confiscation, or condition existforce majeure actions caused by a government or actions against a government; (C) the Borrower or any other Credit Party or Significant Subsidiary has a colorable claim in the nature of common law, equitable, or statutory set-off against the effect of which default or other event or condition in this clause (B) is Person to cause any whom such Indebtedness to become due prior to its stated maturity is owing; or (D) the aggregate amount of all such obligations does not exceed Thirty Million Dollars ($30,000,000); or (ii) There occurs The maturity of any Indebtedness of any Credit Party or any Significant Subsidiary in an aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) or more shall be accelerated; provided that Indebtedness of a Significant Subsidiary organized under any Hedge Agreement an Early Termination Date the laws of a jurisdiction other than the United States of America or a political subdivision thereof shall not be included in the calculation of such Twenty-Five Million Dollars (as defined in such Hedge Agreement$25,000,000) resulting from so long as: (A) any event the obligation to make such payment is being actively contested in good faith and such Significant Subsidiary is holding in escrow an amount of default under such Hedge Agreement as cash equal to which or greater than the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or disputed payment; (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower or any other Credit Party is an Affected Party unable to realize the benefits of ownership of such foreign Subsidiary because of war, civil commotion, insurrection, revolution, riot, confiscation, or force majeure actions caused by a government or actions against a government, (as so definedC) andsuch Significant Subsidiary has a colorable claim in the nature of common law, in either eventequitable, or statutory set-off against the Hedge Termination Value owed by Person to whom such Indebtedness is owing, or (D) the Borrower as a result thereof is greater than the lesser aggregate amount of all such obligations under this clause 8.1(f)(iii) does not exceed Thirty Million Dollars (x$30,000,000); or (iii) three percent Any default (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within beyond any applicable grace period;period with respect thereto) made in any payment of an amount in excess of Five Million Dollars ($5,000,000) in respect of any Hedging Agreement between the Borrower and any Lender, or any Affiliate of a Lender; or

Defaults Under Other Agreements. (i) Any Credit Party 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, lease or other agreement material to the Credit Parties, taken as a whole; (ii) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness outstanding under this Agreementthe Credit Documents) in excess of $2,000,000 in the aggregate for the Credit Parties taken as a Credit Party or any Subsidiary such Credit Party or such Subsidiary shall whole, (A) any Credit Party shall default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, or (B) any Credit Party shall default (after giving effect to any applicable grace period) in the observance or performance of any covenant other term, covenant, condition or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, evidencing or securing such Indebtedness or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition in this clause (B) 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 (or any portion thereof) to become due prior to its stated maturity or maturity, (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (AC) any event of default under such Hedge Agreement as Indebtedness (or any portion thereof) shall be declared due and payable, or shall be required to which be prepaid (other than by a regularly scheduled required payment) prior to the Borrower is the Defaulting Party (as defined in such Hedge Agreement) stated maturity thereof or (BD) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Credit Party (as so defined) and, in either event, the Hedge Termination Value owed shall be required by the Borrower as a result thereof is greater than terms of such Indebtedness to offer to prepay or repurchase such Indebtedness (or any portion thereof) prior to the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace periodstated maturity thereof;

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (other than Indebtedness outstanding under this Agreement) of a Any Credit Party or any Subsidiary such Credit Party or such Subsidiary shall (A) default in fails to make any payment when due (beyond the applicable grace period with respect theretowhether by scheduled maturity, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when duerequired prepayment, acceleration, demand, or (B) default (otherwise and after giving effect to any applicable grace period) in the observance or performance respect of any covenant Material Indebtedness; (ii) any Credit Party or any Subsidiary fails to observe or perform any other agreement or condition relating to such any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition existoccurs, the effect of which default or other event or condition in this clause (B) is to cause any cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity or (iiprovided, that, any “Event of Default” (as defined in the 2015 Indenture) There under the 2015 Indenture requiring notice be given to Speedway Motorsports shall not constitute an Event of Default hereunder unless Speedway Motorsports has received a notice of default under the 2015 Indenture and has failed to cure, comply or take corrective action within the applicable period given under the 2015 Indenture); or (iii) there occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the any Borrower or any Subsidiary is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower any Credit Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Hedge Swap Termination Value owed by the Borrower such Credit Party or such Subsidiary as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;5,000,000; or

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, Any default made in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (other than Indebtedness outstanding under this Agreement) of a Credit Party or any Subsidiary such Credit Party or such Subsidiary shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with in respect to of any such Indebtedness of any Loan Party or fail to timely pay such Indebtedness when dueany Significant Subsidiary in an aggregate principal amount of Twenty-Five Million Dollars ($25,000,000), or more; provided that Indebtedness of a Significant Subsidiary organized under the laws of a jurisdiction other than the United States of America or a political subdivision thereof shall not be included in the calculation of such Twenty-Five Million Dollars ($25,000,000), so long as: (A) the obligation to make such payment is being actively contested in good faith and such Significant Subsidiary is holding in escrow an amount of cash equal to or greater than the disputed payment; (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, Borrower or any other event Loan Party or condition shall occur such Significant Subsidiary is unable to realize the benefits of ownership of such foreign Subsidiary because of war, civil commotion, insurrection, revolution, riot, confiscation, or condition existforce majeure actions caused by a government or actions against a government; (C) the Borrower or any other Loan Party or Significant Subsidiary has a colorable claim in the nature of common law, equitable, or statutory set-off against the effect of which default or other event or condition in this clause (B) is Person to cause any whom such Indebtedness to become due prior to its stated maturity is owing; or (D) the aggregate amount of all such obligations does not exceed Thirty Million Dollars ($30,000,000); or (ii) There occurs The maturity of any Indebtedness of any Loan Party or any Significant Subsidiary in an aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) or more shall be accelerated; provided that Indebtedness of a Significant Subsidiary organized under any Hedge Agreement an Early Termination Date the laws of a jurisdiction other than the United States of America or a political subdivision thereof shall not be included in the calculation of such Twenty-Five Million Dollars (as defined in such Hedge Agreement$25,000,000) resulting from so long as: (A) any event the obligation to make such payment is being actively contested in good faith and such Significant Subsidiary is holding in escrow an amount of default under such Hedge Agreement as cash equal to which or greater than the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or disputed payment; (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower or any other Loan Party is an Affected Party unable to realize the benefits of ownership of such foreign Subsidiary because of war, civil commotion, insurrection, revolution, riot, confiscation, or force majeure actions caused by a government or actions against a government, (as so definedC) andsuch Significant Subsidiary has a colorable claim in the nature of common law, in either eventequitable, or statutory set-off against the Hedge Termination Value owed by Person to whom such Indebtedness is owing, or (D) the Borrower as a result thereof is greater than the lesser aggregate amount of all such obligations under this clause 7.01(e)(ii) does not exceed Thirty Million Dollars (x$30,000,000); or (iii) three percent Any default (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within beyond any applicable grace period;period with respect thereto) made in any payment of an amount in excess of Five Million Dollars ($5,000,000) in respect of any Hedging Agreement between the Borrower and any Lender, or any Affiliate of a Lender; or

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness of such Borrower outstanding under this Credit Agreement) of such Borrower or a Credit Party Material Subsidiary of such Borrower in a principal amount in excess of $25,000,000, (i) such Borrower or any a Material Subsidiary of such Credit Party or such Subsidiary Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause is to cause, or permit, the holder or holders of such Indebtedness (Bor trustee or agent on behalf of such holders) is to cause any such Indebtedness to become due prior to its stated maturity or maturity; or (ii) There occurs under any Hedge Agreement an Early Termination Date such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (as defined in such Hedge Agreement) resulting from (Aiii) any event such Indebtedness matures and is not paid at maturity. Judgments. One or more judgments, orders, or decrees shall be entered against such Borrower or a Material Subsidiary of default under such Hedge Agreement as Borrower involving a liability of $25,000,000 or more, in the aggregate, (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (i) the last day on which such judgment, order or decree becomes final and unappealable and, where applicable, with the Borrower is the Defaulting Party (as defined in such Hedge Agreement) status of a judicial lien or (Bii) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;30 days.

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; provided, however that to the extent the Borrower is not in compliance with the Subordinated Note Documents due to the de-listing of the Borrower's stock or any Repurchase Event, such non-compliance, default or non-performance shall be deemed not to constitute a Default or Event of Default hereunder; or (ii) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 other Indebtedness (other than Indebtedness outstanding under this Credit Agreement) in excess of $1,500,000 in the aggregate for the Borrower and its Subsidiaries taken as a Credit Party whole, (A) the Borrower or any Subsidiary such Credit Party or such Subsidiary of 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 fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause (B) 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) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) maturity; or (B) any Termination Event (as so defined) under such Hedge Agreement as Indebtedness shall be declared due and payable, or required to which be prepaid other than by a regularly scheduled required prepayment, prior to the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;stated maturity thereof; or

Defaults Under Other Agreements. With respect to (i) With respect to any Indebtedness (other than the Indebtedness under this Agreement and the FFB Indebtedness, including any Off Balance Sheet Indebtedness, ) of the Borrower or a Significant Subsidiary in a principal amount in excess of $100,000,000, (A) the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (other than Indebtedness outstanding under this Agreement) of a Credit Party or any Subsidiary such Credit Party Borrower or such Significant Subsidiary shall (A1) default in any payment (interest or principal) (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 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 pursuant to this clause (2) or other event or condition in this clause (B) is to cause cause, any such Indebtedness to become immediately due prior to its stated maturity or (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) and payable; or (B) any Termination Event such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (as so definedC) under any such Hedge Agreement as Indebtedness matures and remains unpaid; and (ii) the FFB Indebtedness in a principal amount in excess of $100,000,000, (A) Georgia Power Company shall (1) default in any payment (interest or principal) (beyond the applicable grace period with respect thereto, if any) with respect to which any such FFB Indebtedness, or (2) default (after giving effect to any applicable grace period) in the Borrower is an Affected Party (as so defined) andobservance or performance of any covenant or agreement relating to the FFB Indebtedness or contained in any instrument or agreement evidencing, in either eventsecuring or relating thereto, or any other event or condition shall occur or condition exist, the Hedge Termination Value owed effect of which default or other event or condition is to cause all outstanding principal of the FFB Indebtedness to become immediately due and payable; or (B) the FFB Indebtedness shall be declared due and payable, or required to be prepaid, other than by (1) a regularly scheduled required prepayment, (2) a mandatory prepayment pursuant to Sections 3.3.3(a), (b) or (c) of the Borrower as Loan Guarantee Agreement (without giving effect to any amendment thereto) or (3) a result thereof is greater than Mandatory Prepayment Event, prior to the lesser stated maturity thereof; or (C) the FFB Indebtedness matures and remains unpaid; it being understood that no default or other event or condition referred to in clause (ii) of this paragraph (f) shall be a Default or Event of Default under this Agreement (x) three percent (3%) unless Georgia Power Company is a Significant Subsidiary at the time of Consolidated Net Tangible Assets such default or other condition or event and (y) $100,000,000 (exclusive of any amounts unless and until such default or other event or condition shall have occurred and be continuing beyond the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves applicable grace or cure period with respect thereto are maintained on contained in any instrument or agreement evidencing, securing or relating to the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;FFB Indebtedness.

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (other than Indebtedness outstanding under this Agreement) of a Credit Party or any Subsidiary such Credit Party or such Subsidiary shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when due, 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 in this clause (B) is to cause any such Indebtedness to become due prior to its stated maturity or (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;

Defaults Under Other Agreements. (i) With (A) any Credit Party (other than RPI and the Borrower) shall fail to pay when due and payable (following the expiration of any applicable cure periods) the principal of, or interest on, any Indebtedness (other than the Loans) having an aggregate outstanding principal amount (or, in the case of any Hedge Agreement, having an agreement value) of $100,000 or more or (B) RPI or the Borrower shall fail to pay when due and payable (following the expiration of any applicable cure periods) the principal of, or interest on, any Indebtedness (other than the Loans) having an aggregate outstanding principal amount (or, in the case of any Hedge Agreement, having an agreement value) of $10,000,000 or more; or (ii) the maturity of any Indebtedness (other than the Loans) having an aggregate outstanding principal amount (or, in the case of any Hedge Agreement, having an agreement value) of (A) $100,000 or more with respect to any IndebtednessCredit Party (other than RPI and the Borrower and (B) $10,000,000 with respect to RPI and the Borrower, including any Off Balance Sheet Indebtedness, in excess of the the lesser of shall have (x) three percent (3%) been accelerated in accordance with the provisions of Consolidated Net Tangible Assets and any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Indebtedness or (y) $100,000,000 been required to be prepaid prior to the stated maturity thereof; or (iii) any other event shall have occurred and be continuing which would permit any holder or holders, any trustee or agent acting on behalf of such holder or holders or any other Person, of any Indebtedness (other than Indebtedness the Loans) having an aggregate outstanding under this principal amount (or, in the case of any Hedge Agreement, having an agreement value) of a Credit Party or any Subsidiary such Credit Party or such Subsidiary shall (A) $100,000 or more with respect to any Credit Party (other than RPI and the Borrower and (B) $10,000,000 with respect to RPI and the Borrower, to accelerate the maturity of any such Indebtedness or require any such Indebtedness to be prepaid prior to its stated maturity; or (iv) any Credit Party shall default in any payment the performance or observance (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when due, 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 material obligation or condition shall occur of any contract or condition exist, lease material to the effect of which default or other event or condition in this clause (B) is to cause any such Indebtedness to become due prior to its stated maturity or (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower Credit Parties taken as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (whole if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;such default could reasonably be expected to have a Material Adverse Effect; or

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (other than Indebtedness outstanding under this Agreement) of a Any Credit Party or any Subsidiary such Credit Party or such Subsidiary shall (A) default in fails to make any payment when due (beyond the applicable grace period with respect theretowhether by scheduled maturity, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when duerequired prepayment, acceleration, demand, or (B) default (otherwise and after giving effect to any applicable grace period) in the observance or performance respect of any covenant Material Indebtedness; (ii) any Credit Party or any Subsidiary fails to observe or perform any other agreement or condition relating to such any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition existoccurs, the effect of which default or other event or condition in this clause (B) is to cause any cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity or (iiprovided, that, any “Event of Default” (as defined in the 2019 Indenture) There under the 2019 Indenture requiring notice be given to Speedway Motorsports shall not constitute an Event of Default hereunder unless Speedway Motorsports has received a notice of default under the 2019 Indenture and has failed to cure, comply or take corrective action within the applicable period given under the 2019 Indenture); or (iii) there occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the any Borrower or any Subsidiary is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower any Credit Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Hedge Swap Termination Value owed by the Borrower such Credit Party or such Subsidiary as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;5,000,000; or

Defaults Under Other Agreements. (i) An Event of Default (as defined in the Existing Davel Credit Agreement or the Existing PhoneTel Credit Agreement) shall occur or exist or a Default (as defined in the Existing Davel Credit Agreement or the Existing PhoneTel Credit Agreement) shall occur or exist; (ii) A Credit Party 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 other contract or lease to which it is a party (excluding any default under the Loan Documents, the Existing Davel Credit Agreement or the Existing PhoneTel Credit Agreement and any default in existence prior to the Closing Date under any contract or Lease listed on Schedule 5.01(f)), and such default could reasonably be expected to have a Material Adverse Effect; or (iii) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness outstanding under this Credit Agreement, the Existing Davel Credit Agreement or the Existing PhoneTel Credit Agreement) of a Credit Party or any Subsidiary of its Subsidiaries in a principal amount in excess of $100,000 individually, or $250,000 in the aggregate (A) such Credit Party or such Subsidiary Person shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause (B) 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) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) maturity; or (B) any Termination Event such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity thereof; or (as so definedC) under any such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets Indebtedness shall mature and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;remain unpaid.

Defaults Under Other Agreements. (i) Any Consolidated Party shall default in the performance or observance (beyond the applicable grace period with respect thereto, if any) of any Material Contract; (ii) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and any Subordinated Debt or (y) $100,000,000 any other Indebtedness (other than Indebtedness outstanding under this Credit Agreement) in excess of $5,000,000 in the aggregate for the Consolidated Parties taken as a Credit whole, (A) any Consolidated Party or any Subsidiary such Credit Party or such Subsidiary shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause (B) 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) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) maturity; or (B) any Termination Event such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (as so definediii) under such Hedge Agreement (a) any holder of Subordinated Debt alleges (or any Governmental Authority with applicable jurisdiction determines) that the Subordinated Debt is not subordinated to any of the Credit Party Obligations or (b) the subordination provisions in any agreement relating to Subordinated Debt shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books holder of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;Subordinated Debt; or

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness of the Borrower outstanding under this Credit Agreement) of the Borrower or a Credit Party Material Subsidiary of the Borrower in a principal amount in excess of $100,000,000, (A) the Borrower or any a Material Subsidiary such Credit Party or such Subsidiary of the Borrower shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause under clauses (Bx) or (y) 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; (B) 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 orthereof; or (C) any such Indebtedness matures and is not paid at maturity. (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from With respect to the DRI Note, (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of DRI shall (x) three percent default in any payment (3%beyond the applicable grace period with respect thereto, if any) of Consolidated Net Tangible Assets and with respect to such Indebtedness, or (y) $100,000,000 default (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within after giving effect to any applicable grace period;) in the observance or performance of any covenant or agreement under the DRI Note 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 clauses (x) or (y) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause such Indebtedness to become due prior to its stated maturity; (B) 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 (C) 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, including any Off Balance Sheet Indebtedness, in excess Indebtedness of the the lesser Borrower or any of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 its Subsidiaries (other than Indebtedness outstanding under this Credit Agreement) in excess of a Credit Party or any Subsidiary such Credit Party $40,000,000 in the aggregate (A) the Borrower or such Subsidiary shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause (B) is to cause or 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 (B) such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity or thereof; or (iiC) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from Indebtedness shall mature and remain unpaid; provided that the foregoing clause (A) through (C) shall exclude (1) any event that permits (a) holders of any Indebtedness of the Borrower to submit such Indebtedness for conversion, exchange or exercise into common stock of the Borrower, cash or a combination thereof, in accordance with their terms or (b) the actual conversion, exchange or exercise into common stock of the Borrower, cash or a combination thereof, of such Indebtedness pursuant to its terms, unless, in either case such occurrence, conversion, exchange or exercise results from an event of default under such Hedge Agreement as to which Hybrid Securities or an event of the Borrower is type that constitutes (or with the Defaulting Party passage of time would constitute) an Event of Default, and (as defined in such Hedge Agreement) or (B2) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive termination of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent swap or the applicable Subsidiary), unless satisfied in full within any applicable grace period;hedging instrument related to such Indebtedness.

Defaults Under Other Agreements. (i) With respect The Borrower, any Pledgor any Guarantor, any Special Purpose Entity or any other Excluded Subsidiary shall fail to pay when due and payable (following the expiration of any Indebtednessapplicable cure periods) the principal of, including or interest on, any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness the Loans) having an aggregate outstanding under this principal amount (or, in the case of any Hedge Agreement, having an Agreement Value) of a Credit Party $10,000,000 or more ("Material Indebtedness"); or (ii) the maturity of any Subsidiary such Credit Party or such Subsidiary Material Debt shall have (A) been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Debt or (B) been required to be prepaid prior to the stated maturity thereof; or (iii) any other event shall have occurred and be continuing which would permit any holder or holders of any Material Debt, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Debt or require any such Debt to be prepaid prior to its stated maturity (provided, that, for purposes of subsections (i), (ii) and (iii) only, an obligation of a Special Purpose Entity to repay Debt incurred by it under a Permitted Financial Asset Sale shall not be considered a Default or Event of Default under this subsection so long as at the time of the enforcement of such obligation either (A) a Person has issued a valid and binding commitment to acquire the financial assets (or interests therein) the subject of such Permitted Financial Asset Sale pursuant to another Permitted Financial Asset Sale, the terms of such commitment to be reasonably satisfactory to the Administrative Agent or (B) the Borrower has made other arrangements reasonably satisfactory to the Administrative Agent to cause such Debt to be repaid); or (iv) any Combined Party shall default in any payment the performance or observance (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when due, 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 material obligation or condition shall occur of any contract or condition exist, lease material to the effect of which default or other event or condition in this clause (B) is to cause any such Indebtedness to become due prior to its stated maturity or (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower Combined Parties taken as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (whole if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;such default could reasonably be expected to have a Material Adverse Effect; or

Defaults Under Other Agreements. (i) Any Consolidated Party shall default in the performance or observance (beyond the applicable grace period with respect thereto, if any) of any Material Contract; (ii) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and any Subordinated Debt or (y) $100,000,000 any other Indebtedness (other than Indebtedness outstanding under this Credit Agreement) in excess of $1,000,000 in the aggregate for the Consolidated Parties taken as a Credit whole, (A) any Consolidated Party or any Subsidiary such Credit Party or such Subsidiary shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause (B) 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) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) maturity; or (B) any Termination Event such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (as so defineda) under such Hedge Agreement any holder of Subordinated Debt alleges (or any Governmental Authority with applicable jurisdiction determines) that the Subordinated Debt is not subordinated to any of the Credit Party Obligations or (b) the subordination provisions in any agreement relating to Subordinated Debt shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books holder of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;Subordinated Debt; or

Defaults Under Other Agreements. (i) An Event of Default (as defined in the Existing Davel Credit Agreement or the Existing PhoneTel Credit Agreement) shall occur or exist or a Default (as defined in the Existing Davel Credit Agreement or the Existing PhoneTel Credit Agreement) shall occur or exist; (ii) A Credit Party 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 other contract or lease to which it is a party (excluding any default under the Loan Documents, the Existing Davel Credit Agreement or the Existing PhoneTel Credit Agreement and any default in existence prior to the Closing Date under any contract or Lease listed on Schedule 5.01(f)), and such default could reasonably be expected to have a Material Adverse Effect; or (iii) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness outstanding under this Credit Agreement, the Existing Davel Credit Agreement or the Existing PhoneTel Credit Agreement) of a Credit Party or any Subsidiary of its Subsidiaries in a principal amount in excess of $100,000 individually, or $250,000 in the aggregate (A) such Credit Party or such Subsidiary Person shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause (B) 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) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) maturity; or (B) any Termination Event such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required -52- prepayment prior to the stated maturity thereof; or (as so definedC) under any such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets Indebtedness shall mature and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;remain 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 Subordinated Debt Agreement; 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, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness outstanding under this Credit Agreement) in excess of $1,000,000 in the aggregate for the Borrower and its Subsidiaries taken as a Credit Party whole, (A) the Borrower or any Subsidiary such Credit Party or such Subsidiary of 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 fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause (B) 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) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) maturity; or (B) any Termination Event (as so defined) under such Hedge Agreement as Indebtedness shall be declared due and payable, or required to which be prepaid other than by a regularly scheduled required prepayment, prior to the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;stated maturity thereof; or

Defaults Under Other Agreements. (iA) Any Consolidated Party shall default in the performance or observance of any term, covenant, condition or agreement relating to, or any payment obligation under, the Senior Subordinated Note Purchase Documents; or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit the holder or 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) any such Indebtedness (or any portion thereof) to become due prior to its stated maturity, (B) any such Indebtedness (or any portion thereof) shall be declared due and payable, or shall be required to be prepaid (other than by a regularly scheduled required payment) prior to the stated maturity thereof or (C) any Consolidated Party shall be required by the terms of such Indebtedness to offer to prepay or repurchase such Indebtedness (or any portion thereof) prior to the stated maturity thereof; (ii) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness outstanding under this Agreementthe Senior Credit Documents) in excess of $2,500,000 in the aggregate for the Consolidated Parties taken as a Credit Party or any Subsidiary such Credit Party or such Subsidiary shall whole, (A) any Consolidated Party shall default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, or (B) any Consolidated Party shall default (after giving effect to any applicable grace period) in the observance or performance of any covenant other material term, covenant, condition or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, evidencing or securing such Indebtedness or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition in this clause (B) is to cause, or permit the holder or 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) any such Indebtedness (or any portion thereof) to become due prior to its stated maturity or maturity, (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (AC) any event of default under such Hedge Agreement as Indebtedness (or any portion thereof) shall be declared due and payable, or shall be required to which be prepaid (other than by a regularly scheduled required payment) prior to the Borrower is the Defaulting Party (as defined in such Hedge Agreement) stated maturity thereof or (BD) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Consolidated Party (as so defined) and, in either event, the Hedge Termination Value owed shall 108 be required by the Borrower as a result thereof is greater than terms of such Indebtedness to offer to prepay or repurchase such Indebtedness (or any portion thereof) prior to the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace periodstated maturity thereof;

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, including any Off Balance Sheet Indebtedness, in excess Indebtedness of the the lesser Borrower or any of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 its Subsidiaries (other than Indebtedness outstanding under this Loan Agreement) in excess of a $20,000,000 (or, if at any time after the date hereof, clause (f)(ii) of Section 9.1 of any of the Existing Revolving Credit Party Agreements (or the corresponding provision in any Subsidiary amended, replacement or refinancing facility) shall be amended to change the Dollar amount set forth therein, such Credit Party Dollar amount set forth in such clause (f)(ii), as so amended, which shall automatically be deemed to be amended to give effect thereto upon the effectiveness of such amendment, replacement or refinancing with no further action required by the parties hereto) in the aggregate (A) the Borrower or such Subsidiary shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause (B) is to cause or 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) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) maturity; or (B) any Termination Event such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity thereof; or (as so definedC) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets Indebtedness shall mature and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;remain unpaid.

Defaults Under Other Agreements. If there shall occur (i) With a default, which is not waived, in the payment of any principal, interest, premium or other amount with respect to (A) the Permitted Receivables Securitization, (B) the Synthetic Lease Obligations, (C) the Daimler Equipment Facility, or (D) any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 other Indebtedness (other than Indebtedness outstanding under this Agreementthe Loans and other Obligations) of a Credit Party the Borrower, the Parent or any Subsidiary such Credit Party of either in an amount or such Subsidiary shall Rate Hedge Value, as applicable, not less than $2,500,000 in the aggregate outstanding, or (ii) a default, which is not waived, in the performance, observance or fulfillment of any term or covenant contained in (A) default in the Receivables Purchase Agreement, (B) any payment document governing or evidencing the Synthetic Lease Obligations, (beyond C) the applicable grace period with respect theretoDaimler Equipment Facility, if anyor (D) any agreement or instrument under or pursuant to which any such Indebtedness or Rate Hedging Obligation may have been issued, created, assumed, guaranteed or secured by the Borrower, the Parent or any Subsidiary of the Parent, or (iii) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueRate Hedging Obligation, 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 termination event or condition shall occur or condition exist, the effect of which default or other event or condition in this clause (B) is to cause any such Indebtedness to become due prior to its stated maturity or (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either eventBorrower, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of Parent or any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books Subsidiary of the Parent is the "affected party" under the agreement or instrument governing such Rate Hedging Obligation, or (iv) any other event of default as specified in any agreement or instrument under or pursuant to which any such Indebtedness may have been issued, created, assumed, guaranteed or secured by the applicable Subsidiary)Borrower, unless satisfied in full within the Parent or any applicable grace period;Subsidiary of either, and such default or event of default or termination shall continue for more than the period of grace, if any, therein specified, or such default or event of default or termination event shall permit the holder of or counterparty to any such Indebtedness (or any agent or trustee acting on behalf of one or more holders or counterparties) to accelerate the maturity of any such Indebtedness or terminate any agreement or instrument governing any such Rate Hedging Obligation; or"

Defaults Under Other Agreements. (i) Any Credit Party 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 which has a Material Adverse Effect; (ii) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness outstanding under this Credit Agreement) in excess of $500,000 in the aggregate for the Consolidated Parties taken as a Credit whole, (A) any Consolidated Party or any Subsidiary such Credit Party or such Subsidiary shall (A1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause (B) 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) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) maturity; or (B) any Termination Event such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (as so definediii) Any default under the Senior Note Documents or the Additional Facility Documents shall occur and the applicable grace period (if any) with respect to such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed default shall have expired without such default being cured by the Borrower Credit Parties in a manner acceptable to the necessary percentage of Noteholders or Additional Creditors, as a result thereof applicable, or permanently waived by the necessary percentage of Noteholders or Additional Creditors, as applicable. SUBPART 2.28. AMENDMENT TO SECTION 11.5. Section 11.5 is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested amended in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;its entirety so that such subsection now reads as follows:

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness of the Borrower outstanding under this Credit Agreement) of the Borrower or a Credit Party Material Subsidiary of the Borrower in a principal amount in excess of $100,000,000, (A) the Borrower or any a Material Subsidiary such Credit Party or such Subsidiary of the Borrower shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause under clauses (Bx) or (y) 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; (B) 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 orthereof; or (C) any such Indebtedness matures and is not paid at maturity. (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from With respect to the DRI Note, (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of DRI shall (x) three percent default in any payment (3%beyond the applicable grace period with respect thereto, if any) of Consolidated Net Tangible Assets and with respect to such Indebtedness, or (y) $100,000,000 default (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within after giving effect to any applicable grace period;) in the observance or performance of any covenant or agreement under the DRI Note 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 clauses (x) or (y) above is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause such Indebtedness to become due prior to its stated maturity; (B) 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 (C) such Indebtedness matures and is not paid at maturity.

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, Debt (other than Debt outstanding under the Credit Documents) in excess of $3,000,000 in the aggregate for the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (other than Indebtedness outstanding under this Agreement) of Parties, taken as a Credit Party or any Subsidiary such Credit Party or such Subsidiary shall whole, (A) any Consolidated Party shall default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueDebt, or (B) any Consolidated Party shall default (after giving effect to any applicable grace period) in the observance or performance of any covenant other term, covenant, condition or agreement relating to evidencing or securing such Indebtedness or contained in any instrument or agreement evidencing, securing Debt or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition in this clause (B) is to cause, or permit the holder or holders of such Debt (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 Debt (or any portion thereof) to become due prior to its stated maturity; (C) any such Debt (or any portion thereof) shall be declared due and payable, or shall be required to be prepaid (other than by a regularly scheduled required payment or prepayment to the extent permitted hereby) prior to the stated maturity orthereof or (D) any Consolidated Party shall be required by the terms of such Debt to offer to prepay or repurchase such Debt (or any portion thereof) prior to the stated maturity thereof. (ii) There there occurs under any Hedge Derivatives Agreement or Derivatives Obligation an Early Termination Date (as defined in such Hedge Derivatives Agreement) resulting from (A) any event of default under such Hedge Derivatives Agreement as to which the Borrower any Consolidated Party is the Defaulting Party (as defined in such Hedge Derivatives Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower any Consolidated Party is an Affected Party (as so defined) ), and, in either event, the Hedge Derivatives Termination Value owed by the Borrower a Consolidated Party as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets $3,000,000 and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and remains unpaid for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;five Business Days.

Defaults Under Other Agreements. (i) An “Event of Default” (as defined in the Term Loan Agreement) shall occur under the Term Loan Agreement; (ii) 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 material to the Credit Parties taken as a whole to which it is a party or by which it or its property is bound; or (iii) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, Indebtedness of a Credit Party the principal amount of which is in excess of $25,000,000, individually or in the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 aggregate (other than Indebtedness outstanding under this AgreementAgreement and Non-Recourse Land Financing), (A) of a Credit Party or any Subsidiary such Credit Party or such Subsidiary shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 and any such default or other event or condition referenced in this clause subclause (By) is causes 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) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or maturity; (B) any Termination Event such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity thereof, or required to be repurchased, defeased or redeemed (as so definedbut not including a voluntary repayment of such Indebtedness); or (C) under any such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets Indebtedness shall mature and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;remain unpaid.

Defaults Under Other Agreements. (i) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (other than Indebtedness outstanding under this Agreement) of a Credit Party or any Subsidiary such Credit Party or such Subsidiary shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when due, 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 in this clause (B) is to cause any such Indebtedness to become due prior to its stated maturity maturity; or (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;.

Defaults Under Other Agreements. (i) An Event of Default (as defined in the Senior Debt Agreements) shall occur or exist or a Default (as defined in the Senior Debt Agreements) shall occur or exist; (ii) A Credit Party 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 other contract or lease to which it is a party (excluding any default under the Loan Documents, the Senior Debt Agreements, and any default in existence prior to the Closing Date under any contract or Lease listed on SCHEDULE 5.01(F)), and such default could reasonably be expected to have a Material Adverse Effect; or (iii) With respect to any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 Indebtedness (other than Indebtedness outstanding under this AgreementAgreement or the Senior Debt Agreements) of a Credit Party or any Subsidiary of its Subsidiaries in a principal amount in excess of $100,000 individually, or $250,000 in the aggregate (A) such Credit Party or such Subsidiary Person shall (Ax) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueIndebtedness, 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 in this clause (B) 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) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) maturity; or (B) any Termination Event such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity thereof; or (as so definedC) under any such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets Indebtedness shall mature and (y) $100,000,000 (exclusive of any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Parent or the applicable Subsidiary), unless satisfied in full within any applicable grace period;remain unpaid.

Defaults Under Other Agreements. If there shall occur (i) With a default, which is not waived, in the payment of any principal, interest, premium or other amount with respect to (A) the Permitted Receivables Securitization, (B) the Synthetic Lease Obligations, or (C) any Indebtedness, including any Off Balance Sheet Indebtedness, in excess of the the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 other Indebtedness (other than Indebtedness outstanding under this Agreementthe Loans and other Obligations) of a Credit Party the Borrower, the Parent or any Subsidiary such Credit Party of either in an amount or such Subsidiary shall Rate Hedge Value, as applicable, not less than $2,500,000 in the aggregate outstanding, or (ii) a default, which is not waived, in the performance, observance or fulfillment of any term or covenant contained in (A) default in the Receivables Purchase Agreement, (B) any payment document governing or evidencing the Synthetic Lease Obligations, or (beyond C) any agreement or instrument under or pursuant to which any such Indebtedness or Rate Hedging Obligation may have been issued, created, assumed, guaranteed or secured by the applicable grace period with respect theretoBorrower, if anythe Parent or any Subsidiary of the Parent, or (iii) with respect to any such Indebtedness or fail to timely pay such Indebtedness when dueRate Hedging Obligation, 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 termination event or condition shall occur or condition exist, the effect of which default or other event or condition in this clause (B) is to cause any such Indebtedness to become due prior to its stated maturity or (ii) There occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Borrower is an Affected Party (as so defined) and, in either eventBorrower, the Hedge Termination Value owed by the Borrower as a result thereof is greater than the lesser of (x) three percent (3%) of Consolidated Net Tangible Assets and (y) $100,000,000 (exclusive of Parent or any amounts the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books Subsidiary of the Parent is the “affected party” under the agreement or instrument governing such Rate Hedging Obligation, or (iv) any other event of default as specified in any agreement or instrument under or pursuant to which any such Indebtedness may have been issued, created, assumed, guaranteed or secured by the applicable Subsidiary)Borrower, unless satisfied in full within the Parent or any applicable grace period;Subsidiary of either, and such default or event of default or termination shall continue for more than the period of grace, if any, therein specified, or such default or event of default or termination event shall permit the holder of or counterparty to any such Indebtedness (or any agent or trustee acting on behalf of one or more holders or counterparties) to accelerate the maturity of any such Indebtedness or terminate any agreement or instrument governing any such Rate Hedging Obligation; or