Common use of Other Defaults on Other Indebtedness Clause in Contracts

Other Defaults on Other Indebtedness. (i) Any material breach of, or “event of default” or similar event under, any Contract governing any Material Indebtedness shall occur, or (ii) any event or condition occurs (x) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of 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 or (iii) 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 the Borrower or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which 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 xxxx-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by the Borrower or such Subsidiary as a result thereof is greater than $2,000,000; provided that 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 Indebtedness is repaid 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 cash proceeds from any Permitted Bond Hedge Agreement.

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 Material Indebtedness, or any Contract governing any Material Indebtedness other event or condition shall occur, that, in either case, shall, after the expiration of any cure or (ii) any event or condition occurs grace period thereunder (x) that results result in any Material Indebtedness becoming due prior to its scheduled maturity or (y) that enables enable or permits permit (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of such 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 maturity, 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 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 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 xxxxmark-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by the Borrower or such Subsidiary as a result thereof is greater than $2,000,00010,000,000; provided that this clauses (i) and (ii) of this Section 11.01(g) shall not apply to (Ax) 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 when required in full substantially contemporaneously with such sale or transfer (y) events of default, termination events or any other similar event under the documents related to governing Hedging Agreements for so long as such Material Indebtednessevent of default, (B) termination event or other similar event does not result in the occurrence of an early termination date or any conversion trigger under acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Permitted Convertible Indebtedness Debt that would permit 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 convert accelerate such Permitted Convertible Indebtedness Debt and (C) any redemption, exchange, repurchase, conversion or settlement of any Permitted Convertible Indebtedness to the extent expressly permitted hereunder, including with demand cash proceeds from any Permitted Bond Hedge Agreementpayment in respect thereof.

Other Defaults on Other Indebtedness. (i) Any material breach of, or “event of default” or similar event under, any Contract governing any Material Indebtedness Indebtedness, or a “Put Option Event” or similar event under the Royalty Interest Financing, shall occuroccur and such breach or “event of default” or similar event shall continue unremedied, uncured or unwaived after the expiration of any grace or cure period thereunder, or (ii) any event or condition occurs (x) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of 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 or (iii) there occurs under any Hedging Agreement an early termination prior to the final date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which 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 xxxx-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by the Borrower or such Subsidiary as a result thereof is greater than $2,000,000original term; provided that this Section 11.01(g) shall not apply to (Ax) 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 Indebtedness is repaid when required under the documents related to such Material Indebtedness, (By) the occurrence any conversion of any convertible Indebtedness or satisfaction of any condition giving rise to or permitting a conversion trigger under of any Permitted Convertible convertible Indebtedness; provided that the Borrower has the right to settle any such Indebtedness that would permit into Equity Interests of the holders 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 to convert such Permitted Convertible Indebtedness and (Cz) with respect to any redemptionMaterial Indebtedness consisting of Hedging Agreements, exchange, repurchase, conversion termination events or settlement equivalent events pursuant to the terms of such Hedging Agreements and not as a result of any Permitted Convertible Indebtedness to the extent expressly permitted hereunder, including with cash proceeds from default thereunder by any Permitted Bond Hedge AgreementObligor or any Subsidiary.

Other Defaults on Other Indebtedness. (i) Any material breach of, or “event of default” or similar event under, any Contract governing any Material Indebtedness shall occur, or (ii) any event or condition occurs (x) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of 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 (in each case, other than (A) the conversion of Existing Convertible Indebtedness or Permitted Convertible Indebtedness in accordance with its terms or (iiiB) the redemption of the Existing Convertible Indebtedness or any Permitted Convertible Indebtedness permitted to be redeemed by, and in accordance 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 the Borrower 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 the Borrower 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 xxxxmark-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by the Borrower Parent or such Subsidiary as a result thereof is greater than $2,000,000the Threshold Amount; provided that 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 when required under the documents related to in full substantially contemporaneously with 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 sale or settlement of any Permitted Convertible Indebtedness to the extent expressly permitted hereunder, including with cash proceeds from any Permitted Bond Hedge Agreementtransfer.

Other Defaults on Other Indebtedness. (i) Any material breach of, or “event of default” or similar event under, any Contract governing any Material Indebtedness Indebtedness, or a “Put Option Event” or similar event under the Revenue Interest Financing, shall occuroccur and such breach or “event of default” or similar event shall continue unremedied, uncured or unwaived after the expiration of any grace or cure period thereunder, or (ii) any event or condition occurs (x) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of 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 or (iii) there occurs under any Hedging Agreement an early termination prior to the final date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which 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 xxxx-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by the Borrower or such Subsidiary as a result thereof is greater than $2,000,000original term; provided that this Section 11.01(g) shall not apply to (Ax) 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 Indebtedness is repaid when required under the documents related to such Material Indebtedness, (By) the occurrence any conversion of any convertible Indebtedness or satisfaction of any condition giving rise to or permitting a conversion trigger under of any Permitted Convertible convertible Indebtedness; provided that the Borrower has the right to settle any such Indebtedness that would permit into Equity Interests of the holders thereof to convert such Permitted Convertible Indebtedness 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 (Cz) with respect to any redemptionMaterial Indebtedness consisting of Hedging Agreements, exchange, repurchase, conversion termination events or settlement equivalent events pursuant to the terms of such Hedging Agreements and not as a result of any Permitted Convertible Indebtedness to the extent expressly permitted hereunder, including with cash proceeds from default thereunder by any Permitted Bond Hedge AgreementObligor or any Subsidiary.

Other Defaults on Other Indebtedness. (i) Any material breach of, or “event of default” or similar event under, any Contract governing any Material Indebtedness shall occuroccur and such breach or “event of default” or similar event shall continue unremedied, uncured or unwaived after the expiration of any cure period thereunder, (ii) any event or condition occurs (x) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of 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 (in each case other than (i) the conversion of Existing Convertible Indebtedness or Permitted Convertible Indebtedness in accordance with its terms, (ii) the redemption of the Existing Convertible Indebtedness or any Permitted Convertible Indebtedness permitted to be redeemed by, and in accordance with, this Agreement) or (iii) 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 the Borrower 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 the Borrower 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 xxxx-to-market value (if the termination value has not been so ny-2328495 determined) for such affected Hedging Agreement that is owed by the Borrower Parent or such Subsidiary as a result thereof is greater than $2,000,000500,000; 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 when required under the documents related to in full substantially contemporaneously with 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 sale or settlement of any Permitted Convertible Indebtedness to the extent expressly permitted hereunder, including with cash proceeds from any Permitted Bond Hedge Agreementtransfer.

Other Defaults on Other Indebtedness. (i) Any material breach of, or “event of default” or similar event under, any Contract governing any Material Indebtedness (excluding any Permitted Equity Derivative) shall occur, or (ii) any event or condition occurs (x) that results in any Material Indebtedness (excluding any Permitted Equity Derivative) becoming due prior to its scheduled maturity or (y) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of 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 or (iii) 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 as to which the Borrower or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement Permitted Equity Derivative as to which the Borrower or any Subsidiary is an the defaulting party or (y) any termination event under such Permitted Equity Derivative as to which the Borrower or any Subsidiary is 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 xxxx-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 the Borrower or such Subsidiary as a result thereof is greater than $2,000,00015,000,000; provided that this Section 11.01(g) shall not apply to (Aa) 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 Indebtedness is repaid when required under the documents related to such Material Indebtedness, or (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 (Cb) any redemption, exchange, repurchase, conversion or settlement of the 2024 Notes, any Permitted Refinancing thereof or any Permitted Convertible Indebtedness permitted pursuant to the extent expressly permitted hereunderterms of this Agreement, including with cash proceeds from any Permitted Bond Hedge AgreementEquity 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 applicable and (B) upon the satisfaction of any condition that would permit or require any of the foregoing).

Other Defaults on Other Indebtedness. (i) Any material breach of, or “event of default” or similar event under, any Contract governing any Material Indebtedness Indebtedness, or a “Put Option Event” or similar event under the Revenue Interest Financing, shall occuroccur and such breach or “event of default” or similar event shall continue unremedied, uncured or unwaived after the expiration of any grace or cure period thereunder, or (ii) any event or condition occurs (x) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders or beneficiaries of 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 or (iii) there occurs under any Hedging Agreement an early termination prior to the final date (as defined in such Hedging Agreement) resulting from (x) any event of default under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is the defaulting party (as defined in such Hedging Agreement) or (y) any termination event (as defined in such Hedging Agreement) under such Hedging Agreement as to which 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 xxxx-to-market value (if the termination value has not been so determined) for such affected Hedging Agreement that is owed by the Borrower or such Subsidiary as a result thereof is greater than $2,000,000original term; provided that this Section 11.01(g) shall not apply to (Ax) 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 Indebtedness is repaid when required under the documents related to such Material Indebtedness, (By) the occurrence any conversion of any convertible Indebtedness or satisfaction of any condition giving rise to or permitting a conversion trigger under of any Permitted Convertible convertible Indebtedness; provided that the Borrower has the right to settle any such Indebtedness that would permit into Equity Interests of the holders thereof to convert such Permitted Convertible Indebtedness 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 (Cz) with respect to any redemptionMaterial Indebtedness consisting of Hedging Agreements, exchange, repurchase, conversion termination events or settlement equivalent -95- 268911794 v5 ​ ​ ​ events pursuant to the terms of such Hedging Agreements and not as a result of any Permitted Convertible Indebtedness to the extent expressly permitted hereunder, including with cash proceeds from default thereunder by any Permitted Bond Hedge AgreementObligor or any Subsidiary.