Common use of Default as to Other Indebtedness Clause in Contracts

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount.

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in with respect of to any Indebtedness or Guarantee (other than Indebtedness hereunder and hereunder), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Events of Default under Swap Contractsthis subsection (e) having exists has an aggregate outstanding principal amount (including undrawn committed equal to or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”); or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import arising under any agreement or instrument giving rise to any Off-Balance Sheet Liabilities) shall occur, or (B) fails to observe or perform any other condition shall exist under any instrument, agreement or condition relating indenture pertaining to any such Material Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Company offer to redeem or purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or Guarantee require a redemption, purchase, early amortization or contained in any instrument or agreement evidencing, securing or relating thereto, repurchase of such Indebtedness; or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness shall be otherwise declared to be demanded due and payable (by acceleration or to become due otherwise) or required to be repurchased, prepaid, defeased redeemed, amortized or redeemed otherwise repurchased by the Company or any of its Subsidiaries (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, other than by a regularly scheduled required prepayment) prior to its the stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountmaturity thereof.

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails of its Subsidiaries shall fail to make any payment pay when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee in excess of US$200,000,000 (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or the Company or any of its Subsidiaries shall fail to perform (Bbeyond the applicable grace period with respect thereto, if any) fails to observe or perform any other agreement term, provision or condition relating to any such Indebtedness or Guarantee or contained in any instrument agreement under which any such Material Indebtedness was created or agreement evidencing, securing or relating theretois governed, or any other event occursshall occur or condition exist, the effect of which default failure, event or other event condition is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, ; or such Guarantee any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to become be due and payable or cash collateral in respect thereof required to be demandedprepaid, repurchased or redeemed (other than by a regularly scheduled payment or a mandatory prepayment, repurchase or redemption upon a sale, transfer or other disposition of assets (including as a result of a casualty or condemnation event)) prior to the stated maturity thereof; provided thatprovided, for the avoidance of doubt, no Event of Default shall occur under that this clause (e)(id) shall not apply to (v) any payment, prepayment, repurchase or redemption of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is not prohibited by this Agreement, (w) any Indebtedness that becomes due as a result of a refinancing thereof permitted under Section 6.01, (x) any redemption, repurchase, conversion or settlement in respect of Convertible Indebtedness pursuant to its terms (other than any right to convert such Indebtedness into cash that is triggered by an event of default, a change of control or a similar event, however denominated), (y) any early payment requirement or unwinding or termination with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or Hedging Agreement (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary other than as a result thereof of an event in the nature of a default under any Hedging Agreement) and (z) any prepayment, repurchase or redemption in respect of Acquisition Indebtedness if the related Acquisition is greater than the Threshold Amount.not consummate;

Default as to Other Indebtedness. (i) The Company Any Credit Party or any Subsidiary thereof (A) fails of a Credit Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in with respect of to any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an if the aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material is in excess of $5,000,000 in the aggregate and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness”), ; or (B) fails to observe or perform any other agreement breach, default or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating theretoevent of default shall occur, or any other event occurscondition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness, if the effect thereof (with or without the giving of which default notice or lapse of time or both) is to permit or require an acceleration, mandatory redemption or other event is required repurchase of such Indebtedness or, as to causesuch Indebtedness, or to permit the holder or holders of such Material Indebtedness to accelerate the maturity of any such Indebtedness or the beneficiary require a redemption or beneficiaries other repurchase of such Guarantee (Indebtedness; or a trustee or agent on behalf any Indebtedness if the aggregate amount of such holder or holders or beneficiary or beneficiaries) to cause, with the giving Indebtedness is in excess of notice if required, such Material Indebtedness to $5,000,000 shall be demanded or to become declared due or to be repurchased, prepaid, defeased or redeemed and payable (automatically by acceleration or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause ) by a Person (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which other than a Loan Credit Party or any Subsidiary thereof is the Defaulting Party (of a Credit Party) as defined in such Swap Contract) a result of a breach, Default or (B) any Termination Event (as so defined) under such Swap Contract as to which of Default by a Loan Credit Party or any Subsidiary thereof is an Affected of a Credit Party, or required to be prepaid, redeemed or otherwise repurchased by any Credit Party or any Subsidiary of a Credit Party (as so definedother than by a regularly scheduled required prepayment) andprior to the stated maturity thereof; or the holder or holders of any Lien, in either eventsecuring obligations of $5,000,000 or more, the Swap Termination Value owed by shall commence foreclosure of such Loan Lien upon property of any Credit Party or such any Subsidiary as of a result thereof is greater than the Threshold AmountCredit Party.

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails Any Loan Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in with respect of to any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts(i) having an aggregate principal amount Obligation, (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangementii) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), Seller Note or (Biii) fails any Put/Call Promissory Notes or the Put/Call Preferred Stock but only so long as such Put/Call Promissory Notes or Put/Call Preferred Stock (or any payments thereunder or failure to observe make payments thereunder) do not give rise to a default or perform event of default under or in connection with any other agreement Indebtedness) if the aggregate amount of such other Indebtedness is One Million Dollars ($1,000,000) or condition relating to more; or any such Indebtedness breach, default or Guarantee or contained in any instrument or agreement evidencing, securing or relating theretoevent of default shall occur, or any other event occurscondition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness, if the effect thereof (with or without the giving of which default notice or lapse of time or both) is to cause an acceleration, mandatory redemption or other event is to cause, required repurchase of such Indebtedness or to permit the holder or holders of such Material Indebtedness to accelerate the maturity of any such Indebtedness or the beneficiary require a redemption or beneficiaries other repurchase of such Guarantee Indebtedness; or any such Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by any Loan Party (other than by a trustee regularly scheduled required prepayment) prior to the stated maturity thereof; or agent on behalf of such the holder or holders or beneficiary or beneficiaries) to causeof any Lien, with the giving in any amount, shall commence foreclosure 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance Lien upon property of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party having an aggregate value in excess of One Million Dollars (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount$1,000,000).

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails of its Subsidiaries shall fail to make any payment pay when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee in excess of $50,000,000 (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or the Company or any of its Subsidiaries shall fail to perform (Bbeyond the applicable grace period with respect thereto, if any) fails to observe or perform any other agreement term, provision or condition relating to any such Indebtedness or Guarantee or contained in any instrument agreement under which any such Material Indebtedness was created or agreement evidencing, securing or relating theretois governed, or any other event occursshall occur or condition exist, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, ; or such Guarantee any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to become be due and payable or cash collateral required to be prepaid, repurchased or redeemed (other than by a regularly scheduled payment or a mandatory prepayment, repurchase or redemption upon a sale, transfer or other disposition of assets (including as a result of a casualty or condemnation event) or change of control or termination of trading of the Company’s common stock) prior to the stated maturity thereof; provided, that (x) no exercise of a conversion right in respect of Convertible Indebtedness by a holder thereof (other than any right to be demanded; provided thatconvert such Indebtedness into cash that is triggered by an event of default, for the avoidance a change of doubtcontrol or a similar event, however denominated) and (y) no Event of Default shall occur under this clause (e)(i) early payment requirement or unwinding or termination with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or Hedging Agreement (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary other than as a result thereof is greater than of an event in the Threshold Amountnature of a default under any Hedging Agreement) shall constitute a Default under this paragraph (d).

Default as to Other Indebtedness. (i) The Company Any Borrower or any Material Subsidiary thereof shall fail to pay any principal of or premium or interest on any Indebtedness (Aother than Indebtedness owed to any Borrower or any Material Subsidiaries) fails to make any payment that is outstanding in a principal or net amount of at least $125,000,000 in the aggregate (but excluding (1) Indebtedness outstanding hereunder and (2) Indebtedness under a Permitted Finance Receivables Securitization) of such Borrower or such Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (ii) in respect of or any Indebtedness event shall occur or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition instrument relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided thatincluding, for the avoidance of doubt, no Event such Indebtedness under a Permitted Finance Receivables Securitization to the extent such Indebtedness appears as a liability or indebtedness on the balance sheet of any Borrower or any Material Subsidiary in accordance with Agreement Accounting Principles – “Balance Sheet ABS Debt”) and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to enable or permit the holder or holders of any such Indebtedness to cause such Indebtedness to become due, or require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity date (other than by a regularly scheduled required prepayment or redemption); or any such Indebtedness (including Balance Sheet ABS Debt) shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness (including Balance Sheet ABS Debt) shall be required to be made, in each case prior to the stated maturity thereof. Notwithstanding the foregoing, none of the following events shall constitute a Default shall occur under this clause (e)(id) with respect to unless such event results in the acceleration of other Indebtedness of a Borrower or any bilateral letter Material Subsidiary in an aggregate principal amount of credit facilities unless more than $125,000,000: (i) any secured Indebtedness becoming due as a result of the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; voluntary sale or transfer of the property or assets securing such Indebtedness, (ii) there occurs under any Swap Contract change of control offer made within 60 days after an Early Termination Date acquisition with respect to, and effectuated pursuant to, Indebtedness of an acquired business, (as defined in such Swap Contract) resulting from (Aiii) any event of default under Indebtedness of an acquired business if such Swap Contract default is cured, or such Indebtedness is repaid, within 60 days after the acquisition of such business so long as to which a Loan Party no other creditor accelerates or commences any Subsidiary thereof is the Defaulting Party (as defined kind of enforcement action in respect of such Swap Contract) Indebtedness or (Biv) any Termination Event mandatory prepayment requirements arising from the receipt of net cash proceeds from debt, dispositions (as so defined) under such Swap Contract as to which a Loan Party including casualty losses, governmental takings and other involuntary dispositions), equity issues or any Subsidiary thereof is an Affected Party (as so defined) andexcess cash flow, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amounteach case pursuant to Indebtedness of an acquired business.

Default as to Other Indebtedness. (i) The Company Borrower or any Subsidiary thereof (A) fails of its ------------------------------------ Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), beyond any period of grace provided, with respect to (i) in respect of any Indebtedness incurred pursuant to the 364-Day Credit Agreement or Guarantee (ii) any other Indebtedness (other than Indebtedness hereunder) which individually or together with other such Indebtedness as to which any such failure exists (other than hereunder and Indebtedness or under Swap Contractsthe 364-Day Credit Agreement) having an aggregate principal amount constitutes Material Indebtedness; or any breach, default or event of default (including undrawn committed any "Amortization Event" or available amounts and including amounts owing to all creditors event of like import in connection with the Receivables Purchase Facility) shall occur, or any other condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”)instrument, or (B) fails to observe or perform any other agreement or condition relating indenture pertaining to any such Indebtedness under the 364-Day Credit Agreement or Guarantee or contained in Material Indebtedness having such aggregate outstanding principal amount, beyond any instrument or agreement evidencingperiod of grace, securing or relating if any, provided with respect thereto, or any other event occurs, if the effect of which default or other event thereof is to causecause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness under the 364-Day Credit Agreement or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries other required repurchase of such Guarantee (Indebtedness under the 364-Day Credit Agreement or a trustee Material Indebtedness, or agent on behalf permit the holder(s) of such holder Indebtedness under the 364-Day Credit Agreement or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness to accelerate the maturity of any such Indebtedness under the 364-Day Credit Agreement or Material Indebtedness or require a redemption or other repurchase of such Indebtedness under the 364-Day Credit Agreement or Material Indebtedness; or any such Indebtedness under the 364-Day Credit Agreement or Material Indebtedness shall be demanded or to become due or otherwise declared to be repurchased, due and payable (by acceleration or otherwise) or required to be prepaid, defeased redeemed or redeemed otherwise repurchased by the Borrower or any of its Subsidiaries (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, other than by a regularly scheduled required prepayment) prior to its the stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause maturity thereof. (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount.F)

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in 123 89826417_6 respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount.

Default as to Other Indebtedness. (i) The Company Failure of the Borrower or any Subsidiary thereof (A) fails -------------------------------- of its Significant Subsidiaries to make any payment pay when due (whether x) any Indebtedness under the 5-Year Credit Agreement or (y) any other Indebtedness or Financial Contracts which, individually or in the aggregate exceeds $50,000,000 (the Indebtedness and Financial Contracts described in this clause (y) being referred to as ---------- "Material Indebtedness"); or the default by scheduled maturitythe Borrower or any of its Significant Subsidiaries in the performance (beyond the applicable grace period with respect thereto, required prepayment, acceleration, demand, or otherwiseif any) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”)term, or (B) fails to observe or perform any other agreement provision or condition relating to contained in the 5-Year Credit Agreement or any agreement under which any such Material Indebtedness was created or Guarantee or contained in any instrument or agreement evidencing, securing or relating theretois governed, or any other event occursshall occur or condition exist, (i) the effect of which default or other event is to cause, or to permit the lenders under the 5-Year Credit Agreement or the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, 5-Year Credit Agreement or 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 Indebtedness to be made, prior to its stated maturity, ; or such Guarantee the Indebtedness under the 5-Year Credit Agreement or any Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to become be due and payable or cash collateral in respect thereof required to be demanded; provided that, for prepaid or repurchased (other than by a regularly scheduled payment) prior to the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; stated maturity thereof or (ii) there occurs if such default or event shall occur under any Swap Contract an Early Termination Date (Receivables Purchase Documents, the effect of which default or event is to cause the replacement of, or to permit the investors thereunder to replace, the Person then acting as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party servicer for the related Receivables Purchase Facility; or the Borrower or any Subsidiary thereof is the Defaulting Party (of its Significant Subsidiaries shall fail to pay, or shall admit in writing its inability to pay, its debts generally as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountthey become due.

Default as to Other Indebtedness. (i) The Company Failure of the Borrower or any Subsidiary thereof (A) fails of -------------------------------- its Significant Subsidiaries to make any payment pay when due (whether x) any Indebtedness under the 364- Day Credit Agreement or (y) any other Indebtedness or Financial Contracts which, individually or in the aggregate exceeds $50,000,000 (the Indebtedness and Financial Contracts described in this clause (y) being referred to as "Material ---------- Indebtedness"); or the default by scheduled maturitythe Borrower or any of its Significant Subsidiaries in the performance (beyond the applicable grace period with respect thereto, required prepayment, acceleration, demand, or otherwiseif any) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”)term, or (B) fails to observe or perform any other agreement provision or condition relating to contained in the 364-Day Credit Agreement or any agreement under which any such Material Indebtedness was created or Guarantee or contained in any instrument or agreement evidencing, securing or relating theretois governed, or any other event occursshall occur or condition exist, (i) the effect of which default or other event is to cause, or to permit the lenders under the 364-Day Credit Agreement or the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, 364-Day Credit Agreement or 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 Indebtedness to be made, prior to its stated maturity, ; or such Guarantee the Indebtedness under the 364-Day Credit Agreement or any Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to become be due and payable or cash collateral in respect thereof required to be demanded; provided that, for prepaid or repurchased (other than by a regularly scheduled payment) prior to the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; stated maturity thereof or (ii) there occurs if such default or event shall occur under any Swap Contract an Early Termination Date (Receivables Purchase Documents, the effect of which default or event is to cause the replacement of, or to permit the investors thereunder to replace, the Person then acting as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party servicer for the related Receivables Purchase Facility; or the Borrower or any Subsidiary thereof is the Defaulting Party (of its Significant Subsidiaries shall fail to pay, or shall admit in writing its inability to pay, its debts generally as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountthey become due.

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in with respect of to any Indebtedness or Guarantee (other than Indebtedness hereunder and hereunder), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Default under Swap Contractsthis clause (e) having exists has an aggregate outstanding principal amount (including undrawn committed equal to or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”); or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import arising under any agreement or instrument giving rise to any Off‑Balance Sheet Liabilities) shall occur, or (B) fails to observe or perform any other condition shall exist under any instrument, agreement or condition relating indenture pertaining to any such Material Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Company offer to redeem or purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or Guarantee require a redemption, purchase, early amortization or contained in any instrument or agreement evidencing, securing or relating thereto, repurchase of such Indebtedness; or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness shall be otherwise declared to be demanded due and payable (by acceleration or to become due otherwise) or required to be repurchased, prepaid, defeased redeemed, amortized or redeemed otherwise repurchased by the Company or any of its Subsidiaries (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, other than by a regularly scheduled required prepayment) prior to its the stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountmaturity thereof.

Default as to Other Indebtedness. (i) The Company Any Borrower or any Material Subsidiary thereof shall fail to pay any principal of or premium or interest on any Indebtedness (Aother than Indebtedness owed to any Borrower or any Material Subsidiaries) fails to make any payment that is outstanding in a principal or net amount of at least $60,000,000 in the aggregate (but excluding (1) Indebtedness outstanding hereunder and (2) Indebtedness under a Permitted Finance Receivables Securitization) of such Borrower or such Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (ii) in respect of or any Indebtedness event shall occur or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition instrument relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided thatincluding, for the avoidance of doubt, no Event such Indebtedness under a Permitted Finance Receivables Securitization to the extent such Indebtedness appears as a liability or indebtedness on the balance sheet of Default any Borrower or any Material Subsidiary in accordance with Agreement Accounting Principles – “Balance Sheet ABS Debt”) and shall occur under this clause (e)(i) with respect continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to enable or permit the holder or holders of any bilateral letter of credit facilities unless such Indebtedness to cause such Indebtedness to become due, or require the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity date; or any such Indebtedness (iiincluding Balance Sheet ABS Debt) there occurs under any Swap Contract shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an Early Termination Date offer to prepay, redeem, purchase or defease such Indebtedness (as defined in such Swap Contractincluding Balance Sheet ABS Debt) resulting from (A) any event of default under such Swap Contract as shall be required to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) andbe made, in either event, each case prior to the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountstated maturity thereof.

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails of its Subsidiaries shall fail to make any payment pay when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee in excess of US$100,000,000 (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or the Company or any of its Subsidiaries shall fail to perform (Bbeyond the applicable grace period with respect thereto, if any) fails to observe or perform any other agreement term, provision or condition relating to any such Indebtedness or Guarantee or contained in any instrument agreement under which any such Material Indebtedness was created or agreement evidencing, securing or relating theretois governed, or any other event occursshall occur or condition exist, the effect of which default failure, event or other event condition is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, ; or such Guarantee any Material Indebtedness of the Company or any of its Subsidiaries shall be declared to become be due and payable or cash collateral required to be prepaid, repurchased or redeemed (other than by a regularly scheduled payment or a mandatory prepayment, repurchase or redemption upon a sale, transfer or other disposition of assets (including as a result of a casualty or condemnation event)) prior to the stated maturity thereof; provided, that (x) no redemption, repurchase, conversion or settlement in respect thereof of Convertible Indebtedness pursuant to be demanded; provided thatits terms (other than any right to convert such Indebtedness into cash that is triggered by an event of default, for a change of control or a similar event, however denominated), (y) no early payment requirement or unwinding or termination with respect to any Hedging Agreement (other than as a result of an event in the avoidance nature of doubta default under any Hedging Agreement) and (z) no prepayment, no repurchase or redemption in respect of Acquisition Indebtedness if the related Acquisition is not consummated shall constitute an Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount.d);

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails Any Loan Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise, and after giving effect to applicable grace periods) in with respect of to any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contractsan Obligation) having an if the aggregate principal amount (including undrawn committed of such other Indebtedness is $35,000,000 or available amounts and including amounts owing to all creditors more; or any breach, default or event of default shall occur, or any other condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”)instrument, or (B) fails to observe or perform any other agreement or condition relating indenture pertaining to any such Indebtedness (including the occurrence of any termination event or Guarantee or contained event of like import in any instrument or agreement evidencingconnection with the Receivables Purchase Facility), securing or relating thereto, or any other event occurs, (i) if the effect thereof (with or without the giving of which default notice or lapse of time or both) is to cause an acceleration, mandatory redemption or other event is to cause, required repurchase of such Indebtedness or to permit the holder or holders of such Material Indebtedness to accelerate the maturity of any such Indebtedness or the beneficiary require a redemption or beneficiaries other repurchase of such Guarantee Indebtedness; or any such Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by any Loan Party (other than by a trustee regularly scheduled required prepayment) prior to the stated maturity thereof; or agent on behalf of such the holder or holders of any Lien, securing obligations of $25,000,000 or beneficiary or beneficiaries) to causemore, with the giving shall commence foreclosure 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demandedLien upon property of any Loan Party; provided that, for notwithstanding anything to the avoidance of doubtcontrary contained herein, no Event of Default this Section 11.01(e) shall occur under this clause (e)(i) with respect not apply to any bilateral letter secured Indebtedness that becomes due as a result of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000voluntary sale or transfer of the property or assets securing such Indebtedness, but provided further that such secured Indebtedness is paid when due; or (ii) there occurs if such default or event shall occur or such condition exist under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from Receivables Purchase Documents, the effect of which is to (A) terminate, or permit the investors thereunder to terminate, the reinvestment of collections or proceeds of Receivables and Related Security under any event Receivables Purchase Document (other than a termination resulting solely from the request of default under such Swap Contract as to which a Loan Party the Borrower or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contractof its Subsidiaries) or (B) any Termination Event (cause the replacement of, or permit the investors thereunder to replace, the Person then acting as so defined) under such Swap Contract servicer for the related Receivables Purchase Facility, if the Person then acting as to which servicer is a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold AmountAffiliate thereof.

Default as to Other Indebtedness. (i) The Company Any Borrower or any Material Subsidiary thereof shall fail to pay any principal of or premium or interest on any Indebtedness (Aother than Indebtedness owed to any Borrower or any Material Subsidiaries) fails to make any payment that is outstanding in a principal or net amount of at least $100,000,000 in the aggregate (but excluding (1) Indebtedness outstanding hereunder and (2) Indebtedness under a Permitted Finance Receivables Securitization) of such Borrower or such Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (ii) in respect of or any Indebtedness event shall occur or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition instrument relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided thatincluding, for the avoidance of doubt, no Event such Indebtedness under a Permitted Finance Receivables Securitization to the extent such Indebtedness appears as a liability or indebtedness on the balance sheet of Default any Borrower or any Material Subsidiary in accordance with Agreement Accounting Principles – “Balance Sheet ABS Debt”) and shall occur under this clause (e)(i) with respect continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to enable or permit the holder or holders of any bilateral letter of credit facilities unless such Indebtedness to cause such Indebtedness to become due, or require the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity date; or any such Indebtedness (iiincluding Balance Sheet ABS Debt) there occurs under any Swap Contract shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an Early Termination Date offer to prepay, redeem, purchase or defease such Indebtedness (as defined in such Swap Contractincluding Balance Sheet ABS Debt) resulting from (A) any event of default under such Swap Contract as shall be required to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) andbe made, in either event, each case prior to the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountstated maturity thereof.

Default as to Other Indebtedness. (i) The Company Any Borrower or any Material Subsidiary thereof shall fail to pay any principal of or premium or interest on any Indebtedness (Aother than Indebtedness owed to any Borrower or any Material Subsidiaries) fails to make any payment that is outstanding in a principal or net amount of at least $60,000,000 in the aggregate (but excluding (1) Indebtedness outstanding hereunder and (2) Indebtedness under a Permitted Finance Receivables Securitization) of such Borrower or such Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (ii) in respect of or any Indebtedness event shall occur or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition instrument relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided thatincluding, for the avoidance of doubt, no Event such Indebtedness under a Permitted Finance Receivables Securitization to the extent such Indebtedness appears as a liability or indebtedness on the balance sheet of Default any Borrower or any Material Subsidiary in accordance with Agreement Accounting Principles –“Balance Sheet ABS Debt”) and shall occur under this clause (e)(i) with respect continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to any bilateral letter accelerate the maturity of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000such Indebtedness; or any such Indebtedness (iiincluding Balance Sheet ABS Debt) there occurs under any Swap Contract shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an Early Termination Date offer to prepay, redeem, purchase or defease such Indebtedness (as defined in such Swap Contractincluding Balance Sheet ABS Debt) resulting from (A) any event of default under such Swap Contract as shall be required to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) andbe made, in either event, each case prior to the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountstated maturity thereof.

Default as to Other Indebtedness. (i) The Company Any Credit Party or any Subsidiary thereof (A) fails of a Credit Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in with respect of to any Indebtedness or Guarantee that was incurred after the Petition Date (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Postpetition Indebtedness”)) if the aggregate amount of such Postpetition Indebtedness is in excess of $7,500,000 in the aggregate and such failure shall continue after the applicable grace period, if any, specified in the agreement or (B) fails instrument relating to observe such Indebtedness; or perform any other agreement breach, default or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating theretoevent of default shall occur, or any other event occurscondition shall exist under any instrument, agreement or indenture pertaining to any such Postpetition Indebtedness, if the effect thereof (with or without the giving of which default notice or lapse of time or both) is to permit or require an acceleration, mandatory redemption or other event is required repurchase of such Postpetition Indebtedness or, as to causesuch Postpetition Indebtedness, or to permit the holder or holders of such Material Indebtedness to accelerate the maturity of any such Postpetition Indebtedness or the beneficiary require a redemption or beneficiaries other repurchase of such Guarantee (Postpetition Indebtedness; or a trustee or agent on behalf any Postpetition Indebtedness if the aggregate amount of such holder or holders or beneficiary or beneficiaries) to cause, with the giving Postpetition Indebtedness is in excess of notice if required, such Material Indebtedness to $7,500,000 shall be demanded or to become declared due or to be repurchased, prepaid, defeased or redeemed and payable (automatically by acceleration or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause ) by a Person (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which other than a Loan Credit Party or any Subsidiary thereof is the Defaulting Party (of a Credit Party) as defined in such Swap Contract) a result of a breach, Default or (B) any Termination Event (as so defined) under such Swap Contract as to which of Default by a Loan Credit Party or any Subsidiary thereof is an Affected of a Credit Party, or required to be prepaid, redeemed or otherwise repurchased by any Credit Party or any Subsidiary of a Credit Party (as so definedother than by a regularly scheduled required prepayment) andprior to the stated maturity thereof; or the holder or holders of any Lien, in either eventsecuring obligations of $7,500,000 or more, the Swap Termination Value owed by shall commence foreclosure of such Loan Lien upon property of any Credit Party or such any Subsidiary as of a result thereof is greater than the Threshold AmountCredit Party.

Default as to Other Indebtedness. (i) The Company Any Borrower or any Material Subsidiary thereof shall fail to pay any principal of or premium or interest on any Indebtedness (Aother than Indebtedness owed to any Borrower or any Material Subsidiaries) fails to make any payment that is outstanding in a principal or net amount of at least $60,000,000 in the aggregate (but excluding (1) Indebtedness outstanding hereunder and (2) Indebtedness under a Permitted Finance Receivables Securitization) of such Borrower or such Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (ii) in respect of or any Indebtedness event shall occur or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition instrument relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided thatincluding, for the avoidance of doubt, no Event such Indebtedness under a Permitted Finance Receivables Securitization to the extent such Indebtedness appears as a liability or indebtedness on the balance sheet of Default any Borrower or any Material Subsidiary in accordance with Agreement Accounting Principles – “Balance Sheet ABS Debt”) and shall occur under this clause (e)(i) with respect continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to any bilateral letter accelerate the maturity of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000such Indebtedness; or any such Indebtedness (iiincluding Balance Sheet ABS Debt) there occurs under any Swap Contract shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an Early Termination Date offer to prepay, redeem, purchase or defease such Indebtedness (as defined in such Swap Contractincluding Balance Sheet ABS Debt) resulting from (A) any event of default under such Swap Contract as shall be required to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) andbe made, in either event, each case prior to the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountstated maturity thereof.

Default as to Other Indebtedness. (i) The Company Any Credit Party or any Subsidiary thereof (A) fails of a Credit Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in with respect of to any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an if the aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material is in excess of $10,000,000 in the aggregate and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness”), ; or (B) fails to observe or perform any other agreement breach, default or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating theretoevent of default shall occur, or any other event occurscondition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness, if the effect thereof (with or without the giving of which default notice or lapse of time or both) is to permit or require an acceleration, mandatory redemption or other event is required repurchase of such Indebtedness or, as to causesuch Indebtedness, or to permit the holder or holders of such Material Indebtedness to accelerate the maturity of any such Indebtedness or the beneficiary require a redemption or beneficiaries other repurchase of such Guarantee (Indebtedness; or a trustee or agent on behalf any Indebtedness if the aggregate amount of such holder or holders or beneficiary or beneficiaries) to cause, with the giving Indebtedness is in excess of notice if required, such Material Indebtedness to $10,000,000 shall be demanded or to become declared due or to be repurchased, prepaid, defeased or redeemed and payable (automatically by acceleration or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause ) by a Person (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which other than a Loan Credit Party or any Subsidiary thereof is the Defaulting Party (of a Credit Party) as defined in such Swap Contract) a result of a breach, Default or (B) any Termination Event (as so defined) under such Swap Contract as to which of Default by a Loan Credit Party or any Subsidiary thereof is an Affected of a Credit Party, or required to be prepaid, redeemed or otherwise repurchased by any Credit Party or any Subsidiary of a Credit Party (as so definedother than by a regularly scheduled required prepayment) andprior to the stated maturity thereof; or the holder or holders of any Lien, in either eventsecuring obligations of $10,000,000 or more, the Swap Termination Value owed by shall commence foreclosure of such Loan Lien upon property of any Credit Party or such any Subsidiary as of a result thereof is greater than the Threshold AmountCredit Party.

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter Indebtedness (other than Indebtedness hereunder), beyond any period of credit facilities unless the grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Default under this clause (E) exists has an aggregate unpaid and/or unreimbursed outstanding principal amount thereunder exceeds equal to or in excess of Five Million and 00/100 Dollars ($50,000,0005,000,000) ("MATERIAL INDEBTEDNESS"); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any breach, default or event of default (including any amortization event or event of like import in connection with any receivables purchase facility under such Swap Contract as to which a Loan Party the Receivables Purchase Documents) shall occur, or any Subsidiary other condition shall exist under any instrument, agreement or indenture pertaining to any such Material Indebtedness or Receivables Facility Attributed Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Defaulting Party Company offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption, early amortization or repurchase of such Indebtedness; or any such Indebtedness or Receivables Facility Attributed Indebtedness shall be otherwise declared to be due and payable (as defined in such Swap Contractby acceleration or otherwise) or (B) any Termination Event (as so defined) under such Swap Contract as required to which a Loan Party be prepaid, redeemed, amortized or otherwise repurchased by the Company or any Subsidiary thereof is an Affected Party of its Subsidiaries (as so definedother than by a regularly scheduled required prepayment) and, in either event, prior to the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountstated maturity thereof.

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in with respect of to any Indebtedness or Guarantee (other than Indebtedness hereunder and hereunder), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Default under Swap Contractsthis clause (E) having exists has an aggregate outstanding principal amount equal to or in excess of Ten Million and 00/100 Dollars (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement$10,000,000) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”); or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import arising under any agreement or instrument giving rise to any Off-Balance Sheet Liabilities) shall occur, or (B) fails to observe or perform any other condition shall exist under any instrument, agreement or condition relating indenture pertaining to any such Material Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Company offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or Guarantee require a redemption, early amortization or contained in any instrument or agreement evidencing, securing or relating thereto, repurchase of such Indebtedness; or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness shall be otherwise declared to be demanded due and payable (by acceleration or to become due otherwise) or required to be repurchased, prepaid, defeased redeemed, amortized or redeemed otherwise repurchased by the Company or any of its Subsidiaries (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, other than by a regularly scheduled required prepayment) prior to its the stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountmaturity thereof.

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in with respect of to (i) any Indebtedness or Guarantee (other than Indebtedness hereunder hereunder), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure or other Default under this clause (E) exists has an aggregate outstanding principal amount equal to or in excess of Five Million and 00/100 Dollars ($5,000,000) or (ii) Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under the 364-Day Credit Agreement, beyond any combined or syndicated credit arrangement) period of more than the Threshold Amount grace provided with respect thereto (such Indebtedness under clauses (i) and (ii) being “"Material Indebtedness”"); or any breach, default or event of default (including any termination event, amortization event, liquidation event or event of like import arising under any Sidley Xxxxxx Xxxxx & Xxxx agreement or instrument giving rise to any Off-Balance Sheet Liabilities) shall occur, or (B) fails to observe or perform any other condition shall exist under any instrument, agreement or condition relating indenture pertaining to any such Material Indebtedness, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Company offer to purchase such Indebtedness or other required repurchase or early amortization of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or Guarantee require a redemption, early amortization or contained in any instrument or agreement evidencing, securing or relating thereto, repurchase of such Indebtedness; or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness shall be otherwise declared to be demanded due and payable (by acceleration or to become due otherwise) or required to be repurchased, prepaid, defeased redeemed, amortized or redeemed otherwise repurchased by the Company or any of its Subsidiaries (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, other than by a regularly scheduled required prepayment) prior to its the stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountmaturity thereof.

Default as to Other Indebtedness. (i) The Company Any Borrower or any Material Subsidiary thereof shall fail to pay any principal of or premium or interest on any Indebtedness (Aother than Indebtedness owed to any Borrower or any Material Subsidiaries) fails to make any payment that is outstanding in a principal or net amount of at least $100,000,000 in the aggregate (but excluding (1) Indebtedness outstanding hereunder and (2) Indebtedness under a Permitted Finance Receivables Securitization) of such Borrower or such Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (ii) in respect of or any Indebtedness event shall occur or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition instrument relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided thatincluding, for the avoidance of doubt, no Event such Indebtedness under a Permitted Finance Receivables Securitization to the extent such Indebtedness appears as a liability or indebtedness on the balance sheet of Default any Borrower or any Material Subsidiary in accordance with Agreement Accounting Principles – “Balance Sheet ABS Debt”) and shall occur under this clause continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to enable or permit the holder or holders of any such Indebtedness to cause such Indebtedness to become due, or require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity date (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000other than by a regularly scheduled required prepayment or redemption); or any such Indebtedness (iiincluding Balance Sheet ABS Debt) there occurs under any Swap Contract shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an Early Termination Date offer to prepay, redeem, purchase or defease such Indebtedness (as defined in such Swap Contractincluding Balance Sheet ABS Debt) resulting from (A) any event of default under such Swap Contract as shall be required to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) andbe made, in either event, each case prior to the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountstated maturity thereof.

Default as to Other Indebtedness. (i) The Company Borrower or any Subsidiary thereof (A) fails of its ------------------------------------ Subsidiaries shall fail to make any payment when due (whether by scheduled -- maturity, required prepayment, acceleration, demand, demand or otherwise), beyond any period of grace provided, with respect to (i) in respect of any Indebtedness incurred pursuant to the Existing Credit Agreements or Guarantee (ii) any other Indebtedness (other than Indebtedness hereunder) which individually or together with other such Indebtedness as to which any such failure exists (other than hereunder and Indebtedness or under Swap Contractsthe Existing Credit Agreements) having an aggregate principal amount constitutes Material Indebtedness; or any breach, default or event of default (including undrawn committed any "Termination Event", under and as defined in the Receivables Purchase Documents, or available amounts and including amounts owing to all creditors any event of like import in connection with the Receivables Purchase Facility) shall occur, or any other condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”)instrument, or (B) fails to observe or perform any other agreement or condition relating indenture pertaining to any such Indebtedness under the Existing Credit Agreements or Guarantee or contained in Material Indebtedness having such aggregate outstanding principal amount, beyond any instrument or agreement evidencingperiod of grace, securing or relating if any, provided with respect thereto, or any other event occurs, if the effect of which default or other event thereof is to causecause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness under the Existing Credit Agreements or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries other required repurchase of such Guarantee (Indebtedness under the Existing Credit Agreements or a trustee Material Indebtedness, or agent on behalf permit the holder(s) of such holder Indebtedness under the Existing Credit Agreements or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness to accelerate the maturity of any such Indebtedness under the Existing Credit Agreements or Material Indebtedness or require a redemption or other repurchase of such Indebtedness under the Existing Credit Agreements or Material Indebtedness; or any such Indebtedness under the Existing Credit Agreements or Material Indebtedness shall be demanded or to become due or otherwise declared to be repurchased, due and payable (by acceleration or otherwise) or required to be prepaid, defeased redeemed or redeemed otherwise repurchased by the Borrower or any of its Subsidiaries (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, other than by a regularly scheduled required prepayment) prior to its the stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause maturity thereof. (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount.F)

Default as to Other Indebtedness. (i) The Company Any Borrower or any Material Subsidiary thereof shall fail to pay any principal of or premium or interest on any Indebtedness (Aother than Indebtedness owed to any Borrower or any Material Subsidiaries) fails to make any payment that is outstanding in a principal or net amount of at least $125,000,000 in the aggregate (but excluding (1) Indebtedness outstanding hereunder and (2) Indebtedness under a Permitted Finance Receivables Securitization) of such Borrower or such Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (ii) in respect of or any Indebtedness event shall occur or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition instrument relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided thatincluding, for the avoidance of doubt, no Event such Indebtedness under a Permitted Finance Receivables Securitization to the extent such Indebtedness appears as a liability or indebtedness on the balance sheet of any Borrower or any Material Subsidiary in accordance with Agreement Accounting Principles – “Balance Sheet ABS Debt”) and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause such Indebtedness to become due, or require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity date (other than by a regularly scheduled required prepayment or redemption); or any such Indebtedness (including Balance Sheet ABS Debt) shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness (including Balance Sheet ABS Debt) shall be required to be made, in each case prior to the stated maturity thereof. Notwithstanding the foregoing, none of the following events shall constitute a Default shall occur under this clause (e)(id) unless such event results in the acceleration of other Indebtedness of a Borrower or any Material Subsidiary in an aggregate principal amount of more than $125,000,000: (i) any secured Indebtedness becoming due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (ii) any change of control offer made within 60 days after an acquisition with respect to, and effectuated pursuant to, Indebtedness of an acquired business, (iii) any default under Indebtedness of an acquired business if such default is cured, or such Indebtedness is repaid, within 60 days after the acquisition of such business so long as no other creditor accelerates or commences any kind of enforcement action in respect of such Indebtedness, (iv) mandatory prepayment requirements arising from the receipt of net cash proceeds from debt, dispositions (including casualty losses, governmental takings and other involuntary dispositions), equity issues or excess cash flow, in each case pursuant to Indebtedness of an acquired business, (v) prepayments required by the terms of debt as a result of customary provisions in respect of illegality, replacement of lenders and gross-up provisions for taxes, increased costs, capital adequacy and other similar customary requirements and (vi) any voluntary prepayment, redemption or other satisfaction of debt that becomes mandatory in accordance with the terms of such debt solely as the result of the company or applicable subsidiary delivering a prepayment, redemption or similar notice with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; such prepayment, redemption or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amountother satisfaction.

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount.

Default as to Other Indebtedness. (i) The Company Borrower or any Subsidiary thereof (A) fails of its ------------------------------------ Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), beyond any period of grace provided, with respect to (i) in respect of any Indebtedness incurred pursuant to the 5-Year Credit Agreement or Guarantee (ii) any other Indebtedness (other than Indebtedness hereunder) which individually or together with other such Indebtedness as to which any such failure exists (other than hereunder and Indebtedness or under Swap Contractsthe 5-Year Credit Agreement) having an aggregate principal amount constitutes Material Indebtedness; or any breach, default or event of default (including undrawn committed any "Amortization Event" or available amounts and including amounts owing to all creditors event of like import in connection with the Receivables Purchase Facility) shall occur, or any other condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”)instrument, or (B) fails to observe or perform any other agreement or condition relating indenture pertaining to any such Indebtedness under the 5-Year Credit Agreement or Guarantee or contained in Material Indebtedness having such aggregate outstanding principal amount, beyond any instrument or agreement evidencingperiod of grace, securing or relating if any, provided with respect thereto, or any other event occurs, if the effect of which default or other event thereof is to causecause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness under the 5-Year Credit Agreement or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries other required repurchase of such Guarantee (Indebtedness under the 5-Year Credit Agreement or a trustee Material Indebtedness, or agent on behalf permit the holder(s) of such holder Indebtedness under the 5-Year Credit Agreement or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness to accelerate the maturity of any such Indebtedness under the 5-Year Credit Agreement or Material Indebtedness or require a redemption or other repurchase of such Indebtedness under the 5-Year Credit Agreement or Material Indebtedness; or any such Indebtedness under the 5-Year Credit Agreement or Material Indebtedness shall be demanded or to become due or otherwise declared to be repurchased, due and payable (by acceleration or otherwise) or required to be prepaid, defeased redeemed or redeemed otherwise repurchased by the Borrower or any of its Subsidiaries (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, other than by a regularly scheduled required prepayment) prior to its the stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause maturity thereof. (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount.F)

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails of its Subsidiaries shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in with respect of to any Material Indebtedness (including, without limitation, Disqualified Stock) or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having any Hedging Agreement with an aggregate principal amount Net Xxxx-to-Market Exposure in excess of $25,000,000, beyond any period of grace provided with respect thereto; (including undrawn committed ii) any breach, default or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) event of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating theretodefault shall occur, or any other event occurscondition shall exist under any instrument, agreement or indenture pertaining to any such Material Indebtedness or Hedging Agreement, beyond any period of grace, if any, provided with respect thereto, if the effect of which default thereof is to (a) cause an acceleration, mandatory redemption, a requirement that the Company offer to purchase such Material Indebtedness or the Hedging Obligations with respect to such Hedging Agreement or other event is to cause, required repurchase of such Indebtedness or to Hedging Obligations or (b) permit the holder or holders holder(s) of such Material Indebtedness or Hedging Obligations to accelerate the beneficiary or beneficiaries maturity of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, any such Material Indebtedness to be demanded or to become due Hedging Obligations or to be repurchased, prepaid, defeased require a redemption or redeemed (automatically other repurchase of such Material Indebtedness or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000Hedging Obligations; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (Aiii) any event of default under such Swap Contract as Material Indebtedness or Hedging Obligations shall be otherwise declared to which a Loan Party be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Company or any Subsidiary thereof is of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the Defaulting Party stated maturity thereof; provided that this paragraph (as defined in such Swap ContractE) or (B) any Termination Event (as so defined) under such Swap Contract as shall not apply to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary secured Material Indebtedness that becomes due as a result thereof of the voluntary sale or transfer of property securing such Indebtedness, if such sale or transfer is greater than permitted hereunder and under the Threshold Amountdocuments providing for such Indebtedness.

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails Any Loan Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in with respect of to any Indebtedness of such Loan Party if the aggregate amount of such Indebtedness is in excess of $250,000 in the aggregate and such failure shall continue after the applicable grace period, if any, specified in the agreement or Guarantee instrument relating to such Indebtedness; or any other breach, default or event of default shall occur (and in the case of a Hedging Agreement, such breach, default or event of default would give a party to such Hedging Agreement (other than Indebtedness hereunder a Loan Party) certain rights and Indebtedness remedies including the right to declare that a termination event has 76 occurred under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”Hedging Agreement), or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other condition (other than any termination event occursunder a Hedging Agreement not arising as a result of an event of default thereunder) shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness, if the effect thereof (with or without the giving of which default notice or lapse of time or both) is to cause an acceleration, mandatory redemption or other event is required repurchase of such Indebtedness or, as to causesuch Indebtedness, or to permit the holder or holders of such Material Indebtedness to accelerate the maturity of any such Indebtedness or the beneficiary require a redemption or beneficiaries other repurchase of such Guarantee (Indebtedness; or a trustee or agent on behalf any Indebtedness if the aggregate amount of such Indebtedness is $250,000 shall be declared be due and payable (by acceleration or otherwise) by a Person (other than a Loan Party) as a result of a breach, default or event of default by a Loan Party, or required to be prepaid, redeemed or otherwise repurchased by any Loan Party (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or the holder or holders of any Lien, securing obligations of $250,000 or beneficiary or beneficiaries) to causemore, with the giving shall commence foreclosure 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demandedLien upon property of any Loan Party; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount.or

Default as to Other Indebtedness. (i) The Company or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness 91 90287928_3 hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”), or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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 Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount.

Default as to Other Indebtedness. (i) The Company Borrower or any Subsidiary thereof (A) fails of its ------------------------------------ Subsidiaries shall fail to make any payment when due (whether by scheduled -- maturity, required prepayment, acceleration, demand, demand or otherwise), beyond any period of grace provided, with respect to (i) in respect of any Indebtedness incurred pursuant to the 5-Year Credit Agreement or Guarantee (ii) any other Indebtedness (other than Indebtedness hereunder) which individually or together with other such Indebtedness as to which any such failure exists (other than hereunder and Indebtedness or under Swap Contractsthe 5-Year Credit Agreement) having an aggregate principal amount constitutes Material Indebtedness; or any breach, default or event of default (including undrawn committed any "Amortization Event" or available amounts and including amounts owing to all creditors event of like import in connection with the Receivables Purchase Facility) shall occur, or any other condition shall exist under any combined or syndicated credit arrangement) of more than the Threshold Amount (such Indebtedness being “Material Indebtedness”)instrument, or (B) fails to observe or perform any other agreement or condition relating indenture pertaining to any such Indebtedness under the 5-Year Credit Agreement or Guarantee or contained in Material Indebtedness having such aggregate outstanding principal amount, beyond any instrument or agreement evidencingperiod of grace, securing or relating if any, provided with respect thereto, or any other event occurs, if the effect of which default or other event thereof is to causecause an acceleration, mandatory redemption, a requirement that the Borrower offer to purchase such Indebtedness under the 5-Year Credit Agreement or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries other required repurchase of such Guarantee (Indebtedness under the 5-Year Credit Agreement or a trustee Material Indebtedness, or agent on behalf permit the holder(s) of such holder Indebtedness under the 5-Year Credit Agreement or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness to accelerate the maturity of any such Indebtedness under the 5-Year Credit Agreement or Material Indebtedness or require a redemption or other repurchase of such Indebtedness under the 5-Year Credit Agreement or Material Indebtedness; or any such Indebtedness under the 5-Year Credit Agreement or Material Indebtedness shall be demanded or to become due or otherwise declared to be repurchased, due and payable (by acceleration or otherwise) or required to be prepaid, defeased redeemed or redeemed otherwise repurchased by the Borrower or any of its Subsidiaries (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, other than by a regularly scheduled required prepayment) prior to its the stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that, for the avoidance of doubt, no Event of Default shall occur under this clause maturity thereof. (e)(i) with respect to any bilateral letter of credit facilities unless the aggregate unpaid and/or unreimbursed amount thereunder exceeds $50,000,000; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount.F)