Common use of Other Defaults on Other Indebtedness Clause in Contracts

Other Defaults on Other Indebtedness. (i) Any breach of, “default” or “event of default”, or similar event shall occur under, pursuant to or in connection with Material Indebtedness, or any other event or condition shall occur, that, in either case, shall (x) result in any Material Indebtedness becoming due prior to its scheduled maturity or (y) enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of any Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (which shall include in any event the obligation to make any Change of Control Payment under and as defined in the RTW Royalty Financing Agreement or any similar obligation under, pursuant to or in connection with any other Material Indebtedness), or (ii) there occurs under any Hedging Agreement an early termination date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which Parent or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) and such event of default shall continue unremedied, uncured or unwaived after the expiration of any cure period thereunder or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which Parent or any Subsidiary is an affected party (as defined in such Hedging Agreement) and, in either event, the termination value (if determined in accordance with the Hedging Agreement) or the amount determined as the mark-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by Parent or such Subsidiary as a result thereof is greater than $1,000,000; provided that this clauses (i) and (ii) of this Section 11.01(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness so long as such Material Indebtedness is repaid in full substantially contemporaneously with such sale or transfer.

Other Defaults on Other Indebtedness. (i) Any breach of, “default” or “event of default”, ” or similar event shall occur under, pursuant to or in connection with any Contract governing any Material IndebtednessIndebtedness (excluding any Permitted Equity Derivative) shall occur, or (ii) any other event or condition shall occur, that, in either case, shall occurs (x) result that results in any Material Indebtedness (excluding any Permitted Equity Derivative) becoming due prior to its scheduled maturity or (y) enable that enables or permit (with or without the giving of notice, the lapse of time or both) permits the holder or holders or beneficiaries of any such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness (excluding any Permitted Equity Derivative) to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (which shall include in any event the obligation to make any Change of Control Payment under and as defined in the RTW Royalty Financing Agreement or any similar obligation under, pursuant to or in connection with any other Material Indebtedness), or (iiiii) there occurs under any Hedging Agreement one or more Permitted Equity Derivatives an early termination date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement Permitted Equity Derivative as to which Parent the Borrower or any of its Subsidiaries Subsidiary is the defaulting party (as defined in such Hedging Agreement) and such event of default shall continue unremedied, uncured or unwaived after the expiration of any cure period thereunder or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement Permitted Equity Derivative as to which Parent the Borrower or any Subsidiary is an the affected party (as defined in such Hedging Agreement) and, in either event, the termination value (if determined in accordance with the Hedging Agreementsuch Permitted Equity Termination Derivative) or the amount determined as the markxxxx-to-market value value(s) (if the termination value has not been so determined) for such affected Hedging Agreement Permitted Equity Derivatives (after taking into account the effect of any legally enforceable netting agreement relating thereto) that is owed by Parent the Borrower or such Subsidiary as a result thereof is greater than $1,000,00015,000,000; provided that this clauses (i) and (ii) of this Section 11.01(g) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness so long or (b) any redemption, exchange, repurchase, conversion or settlement of the 2024 Notes, any Permitted Refinancing thereof or any Permitted Convertible Indebtedness permitted pursuant to the terms of this Agreement, including with cash proceeds from any Permitted Equity Derivatives (in each case, (A) in accordance with the terms of the 2024 Notes, any Permitted Refinancing thereof, any Permitted Convertible Indebtedness or any Permitted Equity Derivatives, as such Material Indebtedness is repaid in full substantially contemporaneously with such sale applicable and (B) upon the satisfaction of any condition that would permit or transferrequire any of the foregoing).

Other Defaults on Other Indebtedness. (i) Any material breach of, “default” or “event of default”” or similar event under, any Contract governing any Material Indebtedness shall occur and such breach or “event of default” or similar event shall occur undercontinue unremedied, pursuant to uncured or in connection with Material Indebtednessunwaived after the expiration of any cure period thereunder, or (ii) any other event or condition shall occur, that, in either case, shall occurs (x) result that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) enable that enables or permit permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of any such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (which shall include in any event each case other than (i) the obligation to make any Change conversion of Control Payment under and as defined Existing Convertible Indebtedness or Permitted Convertible Indebtedness in accordance with its terms, (ii) the RTW Royalty Financing Agreement redemption of the Existing Convertible Indebtedness or any similar obligation underPermitted Convertible Indebtedness permitted to be redeemed by, pursuant to or and in connection with any other Material Indebtedness)accordance with, this Agreement) or (iiiii) there occurs under any Hedging Agreement an early termination date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which Parent or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) and such event of default shall continue unremedied, uncured or unwaived after the expiration of any cure period thereunder or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which Parent or any Subsidiary is an affected party (as defined in such Hedging Agreement) and, in either event, the termination value (if determined in accordance with the Hedging Agreement) or the amount determined as the markxxxx-to-market value (if the termination value has not been so ny-2328495 determined) for such affected Hedging Agreement that is owed by Parent or such Subsidiary as a result thereof is greater than $1,000,000500,000; provided that this clauses (i) and (ii) of this Section 11.01(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness so long as such Material Indebtedness is repaid in full substantially contemporaneously with such sale or transfer.

Other Defaults on Other Indebtedness. (i) Any material breach of, “default” or “event of default”” or similar event under, any Contract governing any Material Indebtedness, or a “Put Option Event” or similar event under the Revenue Interest Financing, shall occur and such breach or “event of default” or similar event shall occur undercontinue unremedied, pursuant to uncured or in connection with Material Indebtednessunwaived after the expiration of any grace or cure period thereunder, or (ii) any other event or condition shall occur, that, in either case, shall occurs (x) result that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) enable that enables or permit permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of any such Material Indebtedness or Revenue Interest Financing or any trustee or agent on its or their behalf to cause such Material Indebtedness or Revenue Interest Financing to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (which shall include in any event or prior to the obligation to make any Change of Control Payment under and as defined in the RTW Royalty Financing Agreement or any similar obligation under, pursuant to or in connection with any other Material Indebtedness), or (ii) there occurs under any Hedging Agreement an early termination final date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which Parent or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) and such event of default shall continue unremedied, uncured or unwaived after the expiration of any cure period thereunder or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which Parent or any Subsidiary is an affected party (as defined in such Hedging Agreement) and, in either event, the termination value (if determined in accordance with the Hedging Agreement) or the amount determined as the mark-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by Parent or such Subsidiary as a result thereof is greater than $1,000,000original term; provided that this clauses (i) and (ii) of this Section 11.01(g) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness, (y) any conversion of any convertible Indebtedness so long as or satisfaction of any condition giving rise to or permitting a conversion of any convertible Indebtedness; provided that the Borrower has the right to settle any such Indebtedness into Equity Interests of the Borrower (and nominal cash payments in respect of fractional shares and cash payments in respect of accrued and unpaid interest) in accordance with the express terms or conditions thereof) and (z) with respect to any Material Indebtedness is repaid in full substantially contemporaneously with consisting of Hedging Agreements, termination events or equivalent events pursuant to the terms of such sale Hedging Agreements and not as a result of any default thereunder by any Obligor or transferany Subsidiary.

Other Defaults on Other Indebtedness. (i) Any material breach of, “default” or “event of default”” or similar event under, any Contract governing any Material Indebtedness, or a “Put Option Event” or similar event under the Royalty Interest Financing, shall occur and such breach or “event of default” or similar event shall occur undercontinue unremedied, pursuant to uncured or in connection with Material Indebtednessunwaived after the expiration of any grace or cure period thereunder, or (ii) any other event or condition shall occur, that, in either case, shall occurs (x) result that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) enable that enables or permit permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of any such Material Indebtedness or Royalty Interest Financing or any trustee or agent on its or their behalf to cause such Material Indebtedness or Royalty Interest Financing to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (which shall include in any event or prior to the obligation to make any Change of Control Payment under and as defined in the RTW Royalty Financing Agreement or any similar obligation under, pursuant to or in connection with any other Material Indebtedness), or (ii) there occurs under any Hedging Agreement an early termination final date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which Parent or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) and such event of default shall continue unremedied, uncured or unwaived after the expiration of any cure period thereunder or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which Parent or any Subsidiary is an affected party (as defined in such Hedging Agreement) and, in either event, the termination value (if determined in accordance with the Hedging Agreement) or the amount determined as the mark-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by Parent or such Subsidiary as a result thereof is greater than $1,000,000original term; provided that this clauses (i) and (ii) of this Section 11.01(g) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness, (y) any conversion of any convertible Indebtedness so long as or satisfaction of any condition giving rise to or permitting a conversion of any convertible Indebtedness; provided that the Borrower has the right to settle any such Indebtedness into Equity Interests of the Borrower (and nominal cash payments in respect of fractional shares and cash payments in respect of accrued and unpaid interest) in accordance with the express terms or conditions thereof and (z) with respect to any Material Indebtedness is repaid in full substantially contemporaneously with consisting of Hedging Agreements, termination events or equivalent events pursuant to the terms of such sale Hedging Agreements and not as a result of any default thereunder by any Obligor or transferany Subsidiary.

Other Defaults on Other Indebtedness. (i) Any material breach of, “default” or “event of default”, ” or similar event shall occur under, pursuant to or in connection with any Contract governing any Material IndebtednessIndebtedness shall occur, or (ii) any other event or condition shall occur, that, in either case, shall occurs (x) result that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) enable that enables or permit permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of any such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (which shall include in any event the obligation to make any Change of Control Payment under and as defined in the RTW Royalty Financing Agreement or any similar obligation under, pursuant to or in connection with any other Material Indebtedness), or (iiiii) there occurs under any Hedging Agreement an early termination date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which Parent the Borrower or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) and such event of default shall continue unremedied, uncured or unwaived after the expiration of any cure period thereunder or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which Parent the Borrower or any Subsidiary is an affected party (as defined in such Hedging Agreement) and, in either event, the termination value (if determined in accordance with the Hedging Agreement) or the amount determined as the markxxxx-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by Parent the Borrower or such Subsidiary as a result thereof is greater 95 than $1,000,0002,000,000; provided that this clauses (i) and (ii) of this Section 11.01(g) shall not apply to (A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness so long as such Material Indebtedness is repaid in full substantially contemporaneously when required under the documents related to such Material Indebtedness, (B) the occurrence of any conversion trigger under any Permitted Convertible Indebtedness that would permit the holders thereof to convert such Permitted Convertible Indebtedness and (C) any redemption, exchange, repurchase, conversion or settlement of any Permitted Convertible Indebtedness to the extent expressly permitted hereunder, including with such sale or transfercash proceeds from any Permitted Bond Hedge Agreement.

Other Defaults on Other Indebtedness. (i) Any breach of, “default” or “event of default”, or similar event shall occur under, pursuant to or in connection with Material Indebtedness, or any other event or condition shall occur, that, in either case, shall occurs (x) result that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) enable that enables or permit permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of any such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (which shall include in any event each case, other than (A) the obligation to make any Change conversion of Control Payment under and as defined Existing Convertible Indebtedness or Permitted Convertible Indebtedness in accordance with its terms or (B) the RTW Royalty Financing Agreement redemption of the Existing Convertible Indebtedness or any similar obligation underPermitted Convertible Indebtedness permitted to be redeemed by, pursuant to or and in connection with any other Material Indebtednessaccordance with, this Agreement), or (ii) there occurs under any Hedging Agreement an early termination date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which Parent or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) and such event of default shall continue unremedied, uncured or unwaived after the expiration of any cure period thereunder or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which Parent or any Subsidiary is an affected party (as defined in such Hedging Agreement) and, in either event, the termination value (if determined in accordance with the Hedging Agreement) or the amount determined as the mark-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by Parent or such Subsidiary as a result thereof is greater than $1,000,000the Threshold Amount; provided that this clauses (i) and (ii) of this Section 11.01(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness so long as such Material Indebtedness is repaid in full substantially contemporaneously with such sale or transfer.

Other Defaults on Other Indebtedness. (i) Any material breach of, “default” or “event of default”” or similar event under, any Contract governing any Material Indebtedness, or a “Put Option Event” or similar event under the Revenue Interest Financing, shall occur and such breach or “event of default” or similar event shall occur undercontinue unremedied, pursuant to uncured or in connection with Material Indebtednessunwaived after the expiration of any grace or cure period thereunder, or (ii) any other event or condition shall occur, that, in either case, shall occurs (x) result that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) enable that enables or permit permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of any such Material Indebtedness or Revenue Interest Financing or any trustee or agent on its or their behalf to cause such Material Indebtedness or Revenue Interest Financing to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (which shall include in any event or prior to the obligation to make any Change of Control Payment under and as defined in the RTW Royalty Financing Agreement or any similar obligation under, pursuant to or in connection with any other Material Indebtedness), or (ii) there occurs under any Hedging Agreement an early termination final date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which Parent or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) and such event of default shall continue unremedied, uncured or unwaived after the expiration of any cure period thereunder or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which Parent or any Subsidiary is an affected party (as defined in such Hedging Agreement) and, in either event, the termination value (if determined in accordance with the Hedging Agreement) or the amount determined as the mark-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by Parent or such Subsidiary as a result thereof is greater than $1,000,000original term; provided that this clauses (i) and (ii) of this Section 11.01(g) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness, (y) any conversion of any convertible Indebtedness so long as or satisfaction of any condition giving rise to or permitting a conversion of any convertible Indebtedness; provided that the Borrower has the right to settle any such Indebtedness into Equity Interests of the Borrower (and nominal cash payments in respect of fractional shares and cash payments in respect of accrued and unpaid interest) in accordance with the express terms or conditions thereof) and (z) with respect to any Material Indebtedness is repaid in full substantially contemporaneously with consisting of Hedging Agreements, termination events or equivalent -95- 268911794 v5 ​ ​ ​ events pursuant to the terms of such sale Hedging Agreements and not as a result of any default thereunder by any Obligor or transferany Subsidiary.

Other Defaults on Other Indebtedness. (i) Any breach of, “default” or “event of default”, or similar event shall occur under, pursuant to or in connection with Material Indebtedness, or any other event or condition shall occur, that, in either case, shall shall, after the expiration of any cure or grace period thereunder (x) result in any Material Indebtedness becoming due prior to its scheduled maturity or (y) enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of any Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (which shall include in any event the obligation to make any Change of Control Payment under and as defined in the RTW Royalty Financing Agreement or any similar obligation under, pursuant to or in connection with any other Material Indebtedness)maturity, or (ii) there occurs under any Hedging Agreement an early termination date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which Parent the Borrower or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) and such event of default shall continue unremedied, uncured or unwaived after the expiration of any cure or grace period thereunder or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which Parent the Borrower or any Subsidiary is an affected party (as defined in such Hedging Agreement) and, in either event, the termination value (if determined in accordance with the Hedging Agreement) or the amount determined as the mark-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by Parent the Borrower or such Subsidiary as a result thereof is greater than $1,000,00010,000,000; provided that this clauses (i) and (ii) of this Section 11.01(g) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer (including as a result of a Casualty Event) of the property or assets securing such Material Indebtedness so long as such Material Indebtedness is repaid in full substantially contemporaneously with such sale or transfertransfer (y) events of default, termination events or any other similar event under the documents governing Hedging Agreements for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Permitted Convertible Debt that upon the happening of any such default or event automatically converts into Equity Interests (other than Disqualified Equity Interests) in accordance with its terms and does not give rise to a right on behalf of the holders thereof to accelerate such Permitted Convertible Debt and demand cash payment in respect thereof.

Other Defaults on Other Indebtedness. (i) Any material breach of, “default” or “event of default”, ” or similar event shall occur under, pursuant to or in connection with any Contract governing any Material IndebtednessIndebtedness shall occur, or (ii) any other event or condition shall occur, that, in either case, shall occurs (x) result that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) enable that enables or permit permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of any such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (which shall include in any event the obligation to make any Change of Control Payment under and as defined in the RTW Royalty Financing Agreement or any similar obligation under, pursuant to or in connection with any other Material Indebtedness), or (iiiii) there occurs under any Hedging Agreement an early termination date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which Parent the Borrower or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) and such event of default shall continue unremedied, uncured or unwaived after the expiration of any cure period thereunder or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which Parent the Borrower or any Subsidiary is an affected party (as defined in such Hedging Agreement) and, in either event, the termination value (if determined in accordance with the Hedging Agreement) or the amount determined as the markxxxx-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by Parent the Borrower or such Subsidiary as a result thereof is greater than $1,000,0002,000,000; provided that this clauses (i) and (ii) of this Section 11.01(g) shall not apply to (A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness so long as such Material Indebtedness is repaid in full substantially contemporaneously when required under the documents related to such Material Indebtedness, (B) the occurrence of any conversion trigger under any Permitted Convertible Indebtedness that would permit the holders thereof to convert such Permitted Convertible Indebtedness and (C) any redemption, exchange, repurchase, conversion or settlement of any Permitted Convertible Indebtedness to the extent expressly permitted hereunder, including with such sale or transfercash proceeds from any Permitted Bond Hedge Agreement.