Common use of Default Under Other Agreements Clause in Contracts

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; or

Default Under Other Agreements. (i) The Borrower Any Credit Party or any of its their Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) in excess of $20,000,000 in the aggregate, for the such Persons, beyond the period of grace or cureand following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $20,000,000 that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due oror to be repurchased, in the case of a Permitted Securitizationprepaid, terminating defeased or redeemed (except voluntary terminations by the Credit Partiesautomatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (iii) any Indebtedness (other than the Obligationsincluding as a result of a casualty or condemnation event) of the Borrower property or any of its Subsidiaries shall be declared assets securing such Indebtedness (to be due and payablethe extent such sale, transfer or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Partiesdisposition is not prohibited under this Agreement), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; or

Default Under Other Agreements. (i) The Holdings, the MLP, the Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; , or (iiiii) any Indebtedness (other than the Obligations) of Holdings, the MLP, the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,000equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder and such Indebtedness is promptly paid; or

Default Under Other Agreements. (i) The U.S. Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or 123 agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; , or (iiiii) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and provided further that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,000100,000,000; orprovided, further, that, in connection with any Permitted Convertible Notes, (i) any conversion of such Indebtedness by a holder thereof into shares of Equity Interests, or into cash or a combination of cash and shares of Equity Interests (it being understood that any such conversion into cash shall constitute a Dividend for purposes of this Agreement), (ii) the rights of holders of such Indebtedness to convert into shares of Equity Interests, or into cash or a combination of cash and shares of Equity Interests (it being understood that any such conversion into cash shall constitute a Dividend for purposes of this Agreement), (iii) the rights of holders of such Indebtedness to require any repurchase by the U.S. Borrower upon a fundamental change of such Indebtedness in cash and (iv) the termination of any of Hedging Agreements entered into in connection with a convertible note offering, shall not constitute an Event of Default under this Section 11.04.

Default Under Other Agreements. (ia) The Borrower Company or any of its Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness or Contingent Obligation (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or Contingent Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness or Contingent Obligation to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness or Contingent Obligation (other than the Obligations) of the Borrower Company or any of its Restricted Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 8.04 unless the aggregate principal amount of any one issue of such Indebtedness or Contingent Obligation exceeds $7,500,000 or the aggregate amount of all such Indebtedness as described and Contingent Obligations referred to in preceding clauses (ia) through and (iii), inclusive, is b) above exceeds $15,000,000 at least $75,000,000any one time; or

Default Under Other Agreements. (i) The Borrower Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; maturity or (iii) any Indebtedness (other than the Obligations) of the Borrower Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (prepaid, redeemed, defeased or repurchased other than (x) by a regularly scheduled required prepayment or (y) as a in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least exceeds (x) in the case of the Parent or any Subsidiary of the Parent (other than the Borrower or a Subsidiary Guarantor), $75,000,00010,000,000, or (y) in the case of the Borrower or a Subsidiary Guarantor, $1,000,000; or

Default Under Other Agreements. (ia) The Borrower or any of its Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness or Contingent Obligation (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or Contingent Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness or Contingent Obligation to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness or Contingent Obligation (other than the Obligations) of the Borrower or any of its Restricted Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the aggregate principal amount of all such Indebtedness as described and Contingent Obligations referred to in preceding clauses (ia) through and (iii), inclusive, is b) above exceeds $20,000,000 at least $75,000,000any one time; or

Default Under Other Agreements. (ia) The Borrower Company or any of its Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness or Contingent Obligation (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or Contingent Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness or Contingent Obligation to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness or Contingent Obligation (other than the Obligations) of the Borrower Company or any of its Restricted Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the aggregate principal amount of any one issue of such Indebtedness or Contingent Obligation exceeds $7,500,000 or the aggregate amount of all such Indebtedness as described and Contingent Obligations referred to in preceding clauses (ia) through and (iii), inclusive, is b) above exceeds $15,000,000 at least $75,000,000any one time; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries Restricted Subsidiary (other than a Securitization Entity) shall (x) default in any payment of any Indebtedness (other than the Obligations) in an aggregate principal amount of at least $35,000,000 beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due ordue, in or to require the case of a Permitted Securitizationprepayment, terminating (except voluntary terminations by the Credit Parties)repurchase, redemption or defeasance thereof, prior to its stated maturity; , or (iiiii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries type and in the amounts described in clause (i) above (x) shall be declared to be (or shall become) due and payable, or required to be prepaid or (y) shall become subject to a requirement to offer to prepay or repurchase such Indebtedness, in each case, other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations not otherwise prohibited by the Credit Parties)terms of this Agreement of less than all of such Indebtedness, prior to the stated maturity thereof; provided, provided that, to the extent that it shall not be a Default any such event or acceleration giving rise to the Event of Default under this Section 10.04 unless 7.01(d) is cured, expressly waived, or, in the aggregate principal amount case of all Indebtedness as described an acceleration of such Indebtedness, such acceleration is rescinded (other than, in preceding clauses (i) through (iiiany case, by making the required payment, prepayment or offer to prepay or repurchase such Indebtedness), inclusivethen, is at least $75,000,000to the extent that (A) no other Event of Default shall then exist hereunder, (B) the Obligations hereunder have not been accelerated and (C) no remedies have been exercised in accordance with the Credit Documents as a result of an Event of Default arising solely under this Section 7.01(d), such Event of Default under this Section 7.01(d) shall be considered waived hereunder; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 10.0411.04 unless the aggregate principal amount of all such defaulted or accelerated Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; or

Default Under Other Agreements. (i) The Holdings, the Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Credit Document Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; or , (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Credit Document Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturitymaturity or (z) default in the payment when due at maturity of the ABL Facility; or (iiiii) any Indebtedness (other than the Credit Document Obligations) of Holdings, the Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 10.01(d) unless the aggregate principal amount of all any Indebtedness as described in preceding clauses (i) through and (iiiii) is in excess of the Threshold Amount; provided further that, in the case of the preceding clause (i)(y), inclusive(1) any such breach or default with respect to a financial covenant in any such Indebtedness or (2) a breach or default (other than a payment default) by Holdings, is at least $75,000,000the Borrower or any of its Restricted Subsidiaries with respect to the ABL Facility, the CapEx Facilities and the New PortLP Facility will, in each case of (1) and (2), not constitute an Event of Default unless the agent and/or lenders thereunder have demanded repayment of, or otherwise accelerated, any of the Indebtedness or other obligations thereunder (or terminated commitments thereunder) (provided that, in each case of this clause (d) the cure or waiver of any such default under such other Indebtedness shall automatically cure the corresponding Default or Event of Default arising from such default under this clause (d)); or

Default Under Other Agreements. (ia) The Borrower Holdings or any of its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness (other than the Obligations) of the Borrower Holdings or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided ; PROVIDED that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 8.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii)b) above, inclusive, is exceeds $5,000,000 at least $75,000,000any one time; or

Default Under Other Agreements. (a) any Credit Party shall (i) The Borrower or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturitymaturity (it being understood that a default or other event or condition described above in this clause (ii) shall cease to constitute an Event of Default if and when same has been cured or otherwise ceases to exist, in each case prior to the taking of any action by the Administrative Agent or the Required Lenders pursuant to the last paragraph of this Section 11); or (iiib) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries Credit Party shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, ; provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 11.4 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii)b) above, inclusive, is exceeds $500,000 at least $75,000,000any one time; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating relat-ing to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencingagree-ment evi-dencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is requiredrequired but determined only after giving effect to any applicable grace period), any such Indebtedness to become due or, prior to its stated maturity (including in the case of a Permitted Receivables Securitization, terminating (except voluntary terminations by the Credit Partiesany required amortization in connection therewith), prior to its stated maturity; or (iiiii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (pre-paid other than (x) by a regularly scheduled required prepayment or prepayment, prior to the stated maturity thereof (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, including in the case of a Permitted Receivables Securitization, shall be terminated (except voluntary terminations by the Credit Partiesany required amortization in connection therewith), prior to the stated maturity thereof, ; provided that it shall not be a Default or an Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,0007,500,000; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall (a)(i)(x) default in any payment of all or any portion of any Material Indebtedness (other than when and as the Obligations) same shall become due and payable beyond the applicable and documented period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; , or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any other agreement, covenant or condition contained in any agreement or condition relating instrument evidencing or governing any Material Indebtedness (after giving effect to any Indebtedness (other than the Obligations) applicable and documented grace period), or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect result of which default or other event or condition condition, in each case, is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Material Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiiii) any Material Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall shall, for reason of any of the foregoing set out in this Section 9.4, be declared to be due and payable, or required to be prepaid (or redeemed other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)redemption, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses thereof (i) through (iiiafter giving effect to any applicable and documented grace period), inclusiveand (b)(i) default in any payment of any Indebtedness when the same shall become due and payable beyond the applicable and documented period of grace, if any, under the Additional Itaú Financing, or (y) default in the observance or performance of any other agreement, covenant or condition contained in any agreement or instrument evidencing or governing the Additional Itaú Financing (after giving effect to any applicable and documented grace period), or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the result of which default or other event or condition, in each case, is at least $75,000,000to cause, or to permit the holder or holders of such Indebtedness to cause (determined without regard to whether notice is required), the Additional Itaú Financing to become due prior to its stated maturity; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,00050,000,000; or

Default Under Other Agreements. (i) The Borrower, the German Borrower or any of its the Material Subsidiaries shall default in fail to make any payment beyond the applicable grace period with respect thereto, if any, whether at stated maturity or otherwise, of any amount pursuant to any Material Indebtedness (other than Indebtedness owed to the Obligations) beyond Lenders under the period of grace or cureLoan Documents), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any of its Subsidiaries a default shall default occur in the performance or observance or performance of any agreement or condition relating to under any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after with the giving effect to any grace or cure periodof notice, but determined without regard to whether any notice is if required), any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to the stated maturity thereof; provided that this clause (g)(ii) shall not apply to (x) secured Indebtedness that becomes due or(or requires an offer to purchase) as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness or (y) such Indebtedness that is required to be prepaid upon a “Change of Control” (or equivalent term) so long as on or prior to the date the events constituting such “Change of Control” (or equivalent term) occur, either (I) the terms of such Indebtedness have been amended to eliminate the requirement to make such offer, (II) such Indebtedness has been defeased or discharged so that such requirement shall no longer apply (and, in the event such “Change of Control” (or equivalent term) is subject to a requirement that a specific credit ratings event or similar condition subsequent occur, no Event of Default shall exist until such time as the specific credit ratings event or similar condition subsequent has also occurred resulting in the obligor under such Indebtedness becoming unconditionally obligated to make such offer) or (III) solely in the case of a Permitted Securitization, terminating (except voluntary terminations Indebtedness of any Person acquired by the Credit Parties), prior to its stated maturity; or (iii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payablewhere such “Change of Control” (or equivalent term) under such Indebtedness resulted 189 NY\6127033.17 from the Borrower or one of its Subsidiary’s acquisition of such Person, or required to be prepaid (other than (x) by the sum of Available Liquidity plus any available debt financing commitments from any Revolving Lender or any Affiliate of a regularly scheduled Revolving Lender or any other financial institution of nationally recognized standing available to the Borrower or its Subsidiaries for purposes of refinancing such Indebtedness is at least equal to the aggregate amount that would be required prepayment to repay such Indebtedness pursuant to any required “Change of Control offer” (or equivalent term) pursuant to the terms of such Indebtedness at all times prior to the expiration of the rights of the holders of such Indebtedness to require the repurchase or repayment of such Indebtedness as a result of such acquisition and (y) the Borrower or the applicable Subsidiary complies with the provisions of such Indebtedness that are applicable as a mandatory prepayment result of such acquisition (unless including by consummating any required “Change of Control offer” (or equivalent term) for such required prepayment Indebtedness; provided, further, that this clause (g) shall not apply if such failure is remedied or mandatory prepayment results from a default thereunder or an event waived by the holders of such Indebtedness prior to any termination of the type that constitutes an Event Revolving Commitments or acceleration of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior Loans pursuant to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,0008.02; or

Default Under Other Agreements. (i) The Holdings, the Borrower or any of its the Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsIndebtedness under this Agreement) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the ObligationsIndebtedness under this Agreement) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; maturity or (iiiii) any Indebtedness (other than the ObligationsIndebtedness under this Agreement) of Holdings, the Borrower or any of its the Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, ; provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least equal to the Threshold Amount (or in the case of Floor Plan Financing, $75,000,000) and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of, or Recovery Event with respect to, the property or assets securing such Indebtedness, if such sale or transfer or Recovery Event is otherwise permitted hereunder; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all such defaulted or accelerated Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; or

Default Under Other Agreements. (iI) The Borrower or any of its Borrower's Subsidiaries shall (i) default in any payment in respect of any Indebtedness (other than the Obligations) in excess of $5,000,000 beyond the period of grace or curegrace, if any, provided in the agreement or instrument or agreement under which such Indebtedness was created; issued or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is requiredrequired to so cause), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; maturity or (iii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries such Subsidiary shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof; or (II) at any time prior to the payment in full of the Bridge Senior Notes and the Anchor Bridge Loan (as defined in the TD Loan Agreement), provided that it Consumers or any of Consumer's Subsidiaries (other than the Borrower and its Subsidiaries) shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through default in any payment in respect of any Indebtedness (other than the Obligations) in excess of $5,000,000 beyond the period of grace, if any, provided in the agreement or instrument under which such Indebtedness was issued or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist and the effect of which default or other event or condition is to (A) permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required to so cause but after giving effect to any grace period with respect thereto), any such Indebtedness to become due prior to its stated maturity and such default, event or condition remains unremedial or unwaived for 15 days or (B) cause such Indebtedness to become due prior to its stated maturity thereof or (iii)) any such Indebtedness of Consumers or any such Subsidiary shall be declared to be due and payable, inclusiveor required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment, is at least $75,000,000prior to the stated maturity; or

Default Under Other Agreements. (i) The Holdings, any Borrower or any of its the Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsIndebtedness under this Agreement) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the ObligationsIndebtedness under this Agreement) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; maturity or (iiiii) any Indebtedness (other than the ObligationsIndebtedness under this Agreement) of the Holdings, any Borrower or any of its the Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,000equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer (including as a result of any casualty or condemnation event) of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower Any Loan Party or any of its Subsidiaries shall default in the observance payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or performance otherwise) of any agreement amount owing in respect of the Convertible Subordinated Notes or condition relating to any other Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or contained more; or any Loan Party or any of its Subsidiaries shall default in the performance or observance of any instrument obligation or agreement evidencing, securing or relating thereto, condition with respect to any such Indebtedness or any other event shall occur or condition shall exist, if the effect of which default or other such default, event or condition is to cause, accelerate the maturity or cause a mandatory redemption of any such Indebtedness or to permit the holder or holders thereof, or any trustee or agent for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such Indebtedness (except to the extent that the consummation of the Transactions may allow the holders of the Senior Subordinated Notes to accelerate or require a trustee or agent redemption on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is requiredthe Redemption Date), or any such Indebtedness shall become or be declared to become be due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), and payable prior to its stated maturitymaturity other than as a result of a regularly scheduled payment; or (iii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than (x) by as a result of a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; orpayment.

Default Under Other Agreements. (i) The Holdings, theThe Lead Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; maturity or (iiiii) any Indebtedness (other than the Obligations) of Holdings, the Lead Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,000equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries Restricted Subsidiary (other than a Securitization Entity) shall (x) default in any payment of any Indebtedness (other than the Obligations) in an aggregate principal amount of at least $35,000,000 beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due ordue, in or to require the case of a Permitted Securitizationprepayment, terminating (except voluntary terminations by the Credit Parties)repurchase, redemption or defeasance thereof, prior to its stated maturity; , or (iiiii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries type and in the amounts described in clause ‎(i) above (x) shall be declared to be (or shall become) due and payable, or required to be prepaid or (y) shall become subject to a requirement to offer to prepay or repurchase such Indebtedness, in each case, other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations not otherwise prohibited by the Credit Parties)terms of this Agreement of less than all of such Indebtedness, prior to the stated maturity thereof; provided, provided that, to the extent that it shall not be a Default any such event or acceleration giving rise to the Event of Default under this Section 10.04 unless 7.01(d) is cured, expressly waived, or, in the aggregate principal amount case of all Indebtedness as described an acceleration of such Indebtedness, such acceleration is rescinded (other than, in preceding clauses (i) through (iiiany case, by making the required payment, prepayment or offer to prepay or repurchase such Indebtedness), inclusivethen, is at least $75,000,000to the extent that (A) no other Event of Default shall then exist hereunder, (B) the Obligations hereunder have not been accelerated and (C) no remedies have been exercised in accordance with the Credit Documents as a result of an Event of Default arising solely under this Section 7.01(d), such Event of Default under this Section 7.01(d) shall be considered waived hereunder; or

Default Under Other Agreements. (a) The Company or any of the Restricted Subsidiaries shall (i) The Borrower or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) in excess of $80,000,000 in the aggregate, for the Company and such Restricted Subsidiaries, beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit PartiesHedge Agreements), prior to the stated maturity thereof, ; provided that it a default, occurrence or condition under the First Lien Credit Agreement shall not be a Default or cause an Event of Default under this Section 10.04 unless 11.4 only if such default, occurrence or condition results in all First Lien Loans (including all First Lien Term Loans) under the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000First Lien Credit Agreement becoming due prior to their stated maturity; or

Default Under Other Agreements. (ia) The Borrower or any of its Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness or Contingent Obligation (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or Contingent Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness or Contingent Obligation to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness or Contingent Obligation (other than the Obligations) of the Borrower or any of its Restricted Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, ; provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 unless the aggregate principal amount of all such Indebtedness as described and Contingent Obligations referred to in preceding clauses (ia) through and (iii), inclusive, is b) above exceeds $20,000,000 at least $75,000,000any one time; or

Default Under Other Agreements. (i) The Borrower or any of its ------------------------------ Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall -------- not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,00015,000,000; or

Default Under Other Agreements. (i) The Holdings, the Lead Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; , or (iiiii) any Indebtedness (other than the Obligations) of Holdings, the Lead Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,000equal to the Threshold Amount, (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder and (C) an Event of Default under clause (i)(y) of this Section 11.04 with respect to the ABL Credit Agreement shall not be an Event of Default until such default shall continue unremedied for a period of 30 days after the date of such default (during which period such default is not waived or cured) or until the administrative agent and/or the lenders under the ABL Facility have exercised their secured creditor remedies as a result of such default; or

Default Under Other Agreements. (ia) The Borrower Company or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or default beyond any period of its Subsidiaries shall default grace in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; , or (iiib) any Indebtedness (other than the Obligations) of the Borrower Company or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (prepaid, in each case other than (x) by a regularly scheduled required prepayment or (y) as a pursuant to customary mandatory prepayment (unless such required prepayment provisions in connection with asset sales, casualty and condemnation events, the incurrence of indebtedness, the issuance of Equity Interests or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)excess cash flow, prior to the stated maturity thereof, (y) in connection with any payment, prepayment, redemption, repurchase or acquisition for value of Indebtedness permitted under Section 10.08 and (z) any Net Share Settlement of any Permitted Convertible Notes; provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (ia) through and (iii), inclusive, b) is at least $75,000,000equal to the Threshold Amount; or

Default Under Other Agreements. (ia) The Borrower or any of ------------------------------ its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof; provided, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause -------- (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii)b) above, inclusive, is exceeds $4,000,000 at least $75,000,000any one time; or

Default Under Other Agreements. (i) The U.S. Borrower or any of its Subsidiaries shall default in fail to pay any payment principal of or premium or interest on any Material Indebtedness (other than but excluding Indebtedness outstanding hereunder) of the Obligations) beyond Borrower or such Subsidiary (as the period of case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace or cureperiod, if any, provided specified in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition instrument relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, such Indebtedness; or any other event shall occur or condition existshall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of which default or other such event or condition is to causeaccelerate, or to permit the holder acceleration of, or holders of such Indebtedness (to require the prepayment or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iii) any Indebtedness redemption (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless redemption), purchase or defeasance of such required prepayment Indebtedness or mandatory prepayment results from a default thereunder that an offer to repay, redeem, purchase or an event of the type that constitutes an Event of Default)) ordefease such Indebtedness be made, in the each case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, ; provided that it this Section 8.01(d) shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses apply to (i) through secured Indebtedness that becomes due as a result of a disposition, transfer, condemnation, insured loss or similar event relating to the property or assets securing such Indebtedness, (ii) any customary offer to repurchase provisions upon an asset sale, (iii)) customary debt and equity proceeds prepayment requirements contained in any bridge or other interim credit facility, inclusive, (iv) Indebtedness of any Person assumed in connection with the acquisition of such Person to the extent that such Indebtedness is at least $75,000,000repaid as required by the terms thereof as a result of the acquisition of such Person or (v) the redemption of any Indebtedness incurred to finance an acquisition pursuant to any special mandatory redemption feature that is triggered as a result of the failure of such acquisition to occur; or

Default Under Other Agreements. (ia) The Borrower or any of its the Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness with an aggregate principal amount exceeding $75,000,000 (other than the ObligationsIndebtedness described in Section 11.1) beyond the period of grace or curegrace, if any, provided in the instrument or of agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (other than (A) with respect to indebtedness in respect of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements, (B) any event requiring prepayment pursuant to customary asset sale provisions, (C) secured Indebtedness that becomes due as a result of a Disposition (including as a result of Casualty Event) of the property or assets securing such indebtedness permitted under this Agreement and (D) (x) the occurrence of any customary event or condition that vests the right of any holder of Permitted Convertible Debt to submit any Permitted Convertible Debt for conversion, exchange or exercise in accordance with its terms or (y) any actual conversion, exchange or exercise of any Permitted Convertible Debt in accordance with its terms), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due oror to be repurchased, in the case of a Permitted Securitizationprepaid, terminating defeased or redeemed (except voluntary terminations by the Credit Partiesautomatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (iii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) orunless, in the case of each of the foregoing, such holder or holders shall have (or through its or their trustee or agent on its or their behalf) waived such default in a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior writing to the stated maturity thereofBorrower, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; or

Default Under Other Agreements. (ia) The Borrower or any of ------------------------------ its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof; provided, provided that it shall not be a Default or -------- constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii)b) above, inclusive, is exceeds $2,500,000 at least $75,000,000any one time; or

Default Under Other Agreements. The Parent, the Borrower or ------------------------------ any of the Borrower's Subsidiaries shall (i) The Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the ObligationsIndebtedness referred to in Section 11.01) beyond the period of grace or cure(not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created; or , (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the ObligationsIndebtedness referred to in Section 11.01) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; , or (iii) any Indebtedness (other than the ObligationsIndebtedness referred to in Section 11.01) of the Parent, the Borrower or any of its the Borrower's Subsidiaries shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than (x) by a regularly scheduled required prepayment or (yredemption) as a mandatory prepayment (unless such required prepayment purchased or mandatory prepayment results from a default thereunder defeased, or an event of the type that constitutes an Event of Default)) oroffer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)each case, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; or;

Default Under Other Agreements. (i) Any Group Member or, solely with respect to (A) Parent Specified Debt, any Non-Obligor Parent Entity and (B) The Borrower or Taj DIP Facility, Parent and any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Secured Obligations) (including, without limitation, any Specified Debt and any Indebtedness incurred under the Taj DIP Facility) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Secured Obligations) (including, without limitation, any Specified Debt and any Indebtedness incurred under the Taj DIP Facility) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice of acceleration is requiredrequired other than, in any case, voluntary prepayments or terminations permitted under this Agreement), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; maturity (except with respect to secured Indebtedness to the extent the same become due as a result of sale or transfer of the property or assets securing such Indebtedness), or (iiiii) any Indebtedness (other than the Secured Obligations) (including, without limitation, any Specified Debt and, (A) in the case of any Non-Obligor Parent Entity, Parent Specified Debt and (B) in the Borrower case of Parent and any of its Subsidiaries, Indebtedness incurred under the Taj DIP Facility) of any Group Member (or, (A) solely with respect to Parent Specified Debt, any Non-Obligor Parent Entity and (B) solely in the case of Indebtedness incurred under the Taj DIP Facility, Parent or any of its Subsidiaries Subsidiaries) shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations other prepayments permitted by the Credit Parties)this Agreement, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 11.01(d) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; oraggregate

Default Under Other Agreements. (i) The Borrower or any of ------------------------------ its Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (other than including any Guarantee Obligation in respect of Indebtedness, and the ObligationsIncreasing Rate Term Loans but excluding the Loans and Non-Recourse Indebtedness) on the scheduled or original due date with respect thereto beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) default in making any payment of any interest on any such Indebtedness beyond the Borrower period of grace, if any, provided in the instrument or any of its Subsidiaries shall agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or holdersbeneficiary) to cause (after cause, with the giving effect to any grace or cure periodof notice if required, but determined without regard to whether any notice is required), any such Indebtedness to become due or, prior to its stated maturity or (in the case of any such Indebtedness constituting a Permitted SecuritizationGuarantee Obligation) to become payable; provided, terminating that a default, event or condition described in clause (except voluntary terminations by the Credit Partiesi), prior to its stated maturity; (ii) or (iii) of this paragraph (d) shall not at any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by time constitute a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder Default or an event Event of Default unless, at such time, one or more defaults, events or conditions of the type that constitutes an Event of Default)) or, described in the case of a Permitted Securitization, shall be terminated clauses (except voluntary terminations by the Credit Partiesi), prior (ii) and (iii) of this paragraph (d) shall have occurred and be continuing with respect to Indebtedness the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate outstanding principal amount of all Indebtedness as described which exceeds in preceding clauses (i) through (iii), inclusive, is at least the aggregate $75,000,00015,000,000; or

Default Under Other Agreements. (i) The Holdings, the Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Credit Document Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; or , (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Credit Document Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturitymaturity or (z) default in the payment when due at maturity of the ABL Facility; or (iiiii) any Indebtedness (other than the Credit Document Obligations) of Holdings, the Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 10.1(4) unless the aggregate principal amount of all any Indebtedness as described in preceding clauses (i) through and (iiiii) is in excess of the Threshold Amount; provided further that, in the case of the preceding clause (i)(y), inclusive(1) any such breach or default with respect to a financial covenant in any such Indebtedness or (2) a breach or default (other than a payment default) by Holdings, is at least $75,000,000the Borrower or any of its Restricted Subsidiaries with respect to the ABL Facility, any Term Facilities and the CapEx Facilities will, in each case of (1) and (2), not constitute an Event of Default unless the agent and/or lenders thereunder have demanded repayment of, or otherwise accelerated, any of the Indebtedness or other obligations thereunder (or terminated commitments thereunder) (provided that, in each case of this clause (4) the cure or waiver of any such default under such other Indebtedness shall automatically cure the corresponding Default or Event of Default arising from such default under this clause (4)); or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument an instru­ment or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance obser­vance or performance of any agreement or condition relating relat­ing to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencingagree­ment evi­dencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined deter­mined without regard to whether any notice is required), any such Indebtedness to become due or(and/or, in the case of a Permitted Securitizationan Interest Rate Protection Agreement or Other Hedging Agreement, terminating (except voluntary terminations by the Credit Parties), to be terminated) prior to its stated maturity; , or (iiiii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payablepayable (and/or, in the case of an Interest Rate Protection Agreement or Other Hedging Agreement, to be terminated), or required to be prepaid pre­paid (and/or terminated, as the case may be) other than (x) by a regularly regu­larly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that (x) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal princi­pal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,0005,000,000 or unless such Indebtedness is in respect of the Pulitzer Debt, and (y) all references to “Indebtedness” contained in this Section 11.04, when referring to Indebtedness of any Debtor, shall mean any Indebtedness incurred after the Petition Date; or

Default Under Other Agreements. (i) The Holdings, any Borrower or any of its the Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsIndebtedness under this Agreement) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the ObligationsIndebtedness under this Agreement) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; maturity or (iiiii) any Indebtedness (other than the ObligationsIndebtedness under this Agreement) of the Exhibit A-112 Holdings, any Borrower or any of its the Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, ; provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,000equal to the Threshold Amount, (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of, or Recovery Event with respect to, the property or assets securing such Indebtedness, if such sale or transfer or Recovery Event is otherwise permitted hereunder and (C) an Event of Default under clause (i)(y) of this Section 11.04 with respect to the ABL Credit Agreement shall not be an Event of Default until the earliest of (I) in the case of a payment default, the first date on which such default shall continue unremedied for a period of 30 days after the date of such default (during which period such default is not waived or cured), (II) the date on which the Indebtedness under the ABL Credit Agreement has been accelerated as a result of such default and (III) the date on which the administrative agent, the collateral agent and/or the lenders under the ABL Credit Agreement have exercised their secured creditor remedies as a result of such default; or

Default Under Other Agreements. (i) The Holdings, the Lead Borrower or any of its Subsidiaries Restricted Subsidiary shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; , or (iiiii) any event shall occur or condition exist under any Indebtedness (other than the Obligations) of Holdings, the Lead Borrower or any of its Subsidiaries Restricted Subsidiary, which shall cause such Indebtedness to be declared to be (or become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, ; provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all any such Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,000equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder; oror Bankruptcy, etc . Holdings, the Lead Borrower, any Canadian Credit Party or any of their Restricted Subsidiaries (other than any Immaterial Subsidiary) shall, to the extent applicable, commence a voluntary case or proceeding concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”) or commence an analogous case, proceeding, step or procedure in any jurisdiction (including pursuant to the BIA or the Companies’ Creditors Arrangement Act (Canada)); or an involuntary case or proceeding is commenced against Holdings, the Lead Borrower, any Canadian Credit Party or any of their Restricted Subsidiaries (other than any Immaterial Subsidiary) in any jurisdiction, and the petition or proceeding is not controverted within 21 days, or is not dismissed within 60 days, after commencement of the case or proceeding; or a custodian (as defined in the Bankruptcy Code), receiver, interim receiver, receiver-manager, trustee, liquidator, administrator, monitor or similar officer is appointed for, or takes charge of, all or substantially all of the property of Holdings, the Lead Borrower, any Canadian Credit Party or any of their Restricted Subsidiaries (other than any Immaterial Subsidiary), or Holdings, the Lead Borrower, any Canadian Credit Party or any of their Restricted Subsidiaries (other than any Immaterial Subsidiary) commences any other case or proceeding under any reorganization, bankruptcy, insolvency, arrangement, winding-up, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Lead Borrower, any Canadian Credit Party or any of their Restricted Subsidiaries (other than any Immaterial Subsidiary), or there is commenced against Holdings, the Lead Borrower, any Canadian Credit Party or any of their Restricted Subsidiaries (other than any Immaterial Subsidiary) any such case or proceeding which remains undismissed for a period of 60 days, or Holdings, the Lead Borrower, any Canadian Credit Party or any of their Restricted Subsidiaries (other than any Immaterial Subsidiary) is adjudicated, or is deemed for the purposes of any applicable law to be, insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or Holdings or any of its Restricted Subsidiaries (other than any

Default Under Other Agreements. (ia) The Borrower or any of its the Restricted Subsidiaries shall default in (i) fail to make any payment of with respect to any Indebtedness (other than the Obligations) in excess of $50.0 million, beyond the period of grace or cureand following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $50.0 million that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due oror to be repurchased, in the case of a Permitted Securitizationprepaid, terminating defeased or redeemed (except voluntary terminations by the Credit Partiesautomatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (iii) any Indebtedness (other than the Obligationsincluding as a result of a casualty or condemnation event) of the Borrower property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or mandatory prepayment results from a default thereunder or an equivalent event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior pursuant to the stated maturity thereof, provided terms of such Hedge Agreements (it being understood that it clause (a)(i) above shall not be apply to any failure to make any payment in excess of $50.0 million that is required as a Default or Event result of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; orany -141-#89847286v15

Default Under Other Agreements. (ia) The Borrower or any of ------------------------------ its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof; provided, provided that it shall not be a Default or constitute an Event of Default under -------- pursuant to clause (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii)b) above, inclusive, is exceeds $2,500,000 at least $75,000,000any one time; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in fail to pay any payment principal of or premium or interest on any Material Indebtedness (other than but excluding Indebtedness outstanding hereunder) of the Obligations) beyond Borrower or such Subsidiary (as the period of case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace or cureperiod, if any, provided specified in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition instrument relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, such Indebtedness; or any other event shall occur or condition existshall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of which default or other such event or condition is to causeaccelerate, or to permit the holder acceleration of, or holders of such Indebtedness (to require the prepayment or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iii) any Indebtedness redemption (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless redemption), purchase or defeasance of such required prepayment Indebtedness or mandatory prepayment results from a default thereunder that an offer to repay, redeem, purchase or an event of the type that constitutes an Event of Default)) ordefease such Indebtedness be made, in the each case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, ; provided that it this Section 8.01(d) shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses apply to (i) through secured Indebtedness that becomes due as a result of a disposition, transfer, condemnation, insured loss or similar event relating to the property or assets securing such Indebtedness, (ii) any customary offer to repurchase provisions upon an asset sale, (iii)) customary debt and equity proceeds prepayment requirements contained in any bridge or other interim credit facility, inclusive, (iv) Indebtedness of any Person assumed in connection with the acquisition of such Person to the extent that such Indebtedness is at least $75,000,000repaid as required by the terms thereof as a result of the acquisition of such Person or (v) the redemption of any Indebtedness incurred to finance an acquisition pursuant to any special mandatory redemption feature that is triggered as a result of the failure of such acquisition to occur; or

Default Under Other Agreements. (i) The Borrower or any of ------------------------------ its Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (other than including any Guarantee Obligation in respect of Indebtedness and the Obligationsloans under the Senior Credit Facilities, but excluding the Loans and Exchange Notes and Non-Recourse Indebtedness) on the scheduled or original due date with respect thereto beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) default in making any payment of any interest on any such Indebtedness beyond the Borrower period of grace, if any, provided in the instrument or any of its Subsidiaries shall agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or holdersbeneficiary) to cause (after cause, with the giving effect to any grace or cure periodof notice if required, but determined without regard to whether any notice is required), any such Indebtedness to become due or, prior to its stated maturity or (in the case of any such Indebtedness constituting a Permitted SecuritizationGuarantee Obligation) to become payable; provided, terminating that a default, event or condition described in clause (except voluntary terminations by the Credit Partiesi), prior to its stated maturity; (ii) or (iii) of this paragraph (d) shall not at any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by time constitute a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder Default or an event Event of Default unless, at such time, one or more defaults, events or conditions of the type that constitutes an Event of Default)) or, described in the case of a Permitted Securitization, shall be terminated clauses (except voluntary terminations by the Credit Partiesi), prior (ii) and (iii) of this paragraph (d) shall have occurred and be continuing with respect to Indebtedness the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate outstanding principal amount of all Indebtedness as described which exceeds in preceding clauses (i) through (iii), inclusive, is at least the aggregate $75,000,00015,000,000; or

Default Under Other Agreements. (i) The Borrower (or following the consummation of the Genco Merger, Genco) or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the original period of grace or curegrace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created; created or (ii) the Borrower (or following the consummation of the Genco Merger, Genco) or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Financial Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Financial Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; , or (iii) any Financial Indebtedness (other than the Obligations) of the Borrower (or following the consummation of the Genco Merger, Genco) or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than by (x) by a regularly scheduled required prepayment or (y) as a in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $5,000,000; or (iv) following the consummation of the Genco Merger, Genco shall default in the observance or performance of any agreement or condition contained in any of the Genco Existing Credit Agreements (as such document exists as of the Amendment No. 1 Effective Date subject to any modifications made in accordance with the terms of this Agreement), or any other event shall occur or condition exist, the effect of which default or other event or condition is at least $75,000,000; orto cause, or to permit the holder or holders of Financial Indebtedness under any such Genco Existing Credit Agreements (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity;

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries Restricted Subsidiary (other than a Securitization Entity) shall (x) default in any payment of any Indebtedness (other than the Obligations) in an aggregate principal amount of at least $35,000,000 beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due ordue, in or to require the case of a Permitted Securitizationprepayment, terminating (except voluntary terminations by the Credit Parties)repurchase, redemption or defeasance thereof, prior to its stated maturity; , or (iiiii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries type and in the amounts described in clause (i) above (x) shall be declared to be (or shall become) due and payable, or required to be prepaid or (y) shall become subject to a requirement to offer to prepay or repurchase such Indebtedness, in each case, other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless not otherwise prohibited by the terms of this Agreement of less than all of such required prepayment Indebtedness, 100 prior to the stated maturity thereof; provided, that, to the extent that any such event or mandatory prepayment results from a default thereunder or an event of acceleration giving rise to the type that constitutes an Event of Default)Default under this Section 7.01(d) is cured, expressly waived, or, in the case of a Permitted Securitizationan acceleration of such Indebtedness, such acceleration is rescinded (other than, in any case, by making the required payment, prepayment or offer to prepay or repurchase such Indebtedness), then, to the extent that (A) no other Event of Default shall be terminated then exist hereunder, (except voluntary terminations by B) the Obligations hereunder have not been accelerated and (C) no remedies have been exercised in accordance with the Credit PartiesDocuments as a result of an Event of Default arising solely under this Section 7.01(d), prior to the stated maturity thereof, provided that it shall not be a Default or such Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i7.01(d) through (iii), inclusive, is at least $75,000,000shall be considered waived hereunder; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in fail to pay any payment principal of or premium or interest on any Material Indebtedness (other than but excluding Indebtedness outstanding hereunder) of the Obligations) beyond Borrower or such Subsidiary (as the period of case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace or cure80 period, if any, provided specified in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition instrument relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, such Indebtedness; or any other event shall occur or condition existshall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of which default or other such event or condition is to causeaccelerate, or to permit the holder acceleration of, or holders of such Indebtedness (to require the prepayment or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iii) any Indebtedness redemption (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless redemption), purchase or defeasance of such required prepayment Indebtedness or mandatory prepayment results from a default thereunder that an offer to repay, redeem, purchase or an event of the type that constitutes an Event of Default)) ordefease such Indebtedness be made, in the each case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, ; provided that it this Section 8.01(d) shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses apply to (i) through secured Indebtedness that becomes due as a result of a disposition, transfer, condemnation, insured loss or similar event relating to the property or assets securing such Indebtedness, (ii) any customary offer to repurchase provisions upon an asset sale, (iii)) customary debt and equity proceeds prepayment requirements contained in any bridge or other interim credit facility, inclusive, (iv) Indebtedness of any Person assumed in connection with the acquisition of such Person to the extent that such Indebtedness is at least $75,000,000repaid as required by the terms thereof as a result of the acquisition of such Person or (v) the redemption of any Indebtedness incurred to finance an acquisition pursuant to any special mandatory redemption feature that is triggered as a result of the failure of such acquisition to occur; or

Default Under Other Agreements. (ia) The Borrower or any of its the Restricted Subsidiaries shall default in (i) fail to make any payment of with respect to any Indebtedness (other than the Obligations) in excess of $50.0 million, beyond the period of grace or cureand following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $50.0 million that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)),the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due oror to be repurchased, in the case of a Permitted Securitizationprepaid, terminating defeased or redeemed (except voluntary terminations by the Credit Partiesautomatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (iii) any Indebtedness (other than the Obligationsincluding as a result of a casualty or condemnation event) of the Borrower property or any assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of its Subsidiaries clause (a) above, anysuch than by a respect to Indebtedness shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment and, with Indebtedness consisting of any Hedge Agreements, other than due to a termination event or mandatory prepayment results from a default thereunder or an equivalent event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior pursuant to the stated maturity thereof, provided terms of such Hedge Agreements (it being understood that it clause (a)(i) above -141-#8983238089847286v115 shall not be apply to result of any any failure to make any payment in excess of $50.0 million that is required as a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; or-142-#8983238089847286v115

Default Under Other Agreements. (i) The Holdings, the Lead Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the ObligationsObliga- tions) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; maturity or (iiiii) any Indebtedness (other than the Obligations) of Holdings, the Lead Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,000equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (ia) The Borrower or any of its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the ObligationsObligations and/or Specified Indebtedness) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness (other than the ObligationsObligations and/or Specified Indebtedness) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof; PROVIDED, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii)b) above, inclusive, is exceeds $5,000,000 at least $75,000,000any one time; or

Default Under Other Agreements. (ia) The Borrower or any of its the Restricted Subsidiaries shall default in (i) fail to make any payment of with respect to any Indebtedness (other than the Obligations) in excess of $50.0 million, beyond the period of grace or cureand following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $50.0 million that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due oror to be repurchased, in the case of a Permitted Securitizationprepaid, terminating defeased or redeemed (except voluntary terminations by the Credit Partiesautomatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (iii) any Indebtedness (other than the Obligationsincluding as a result of a casualty or condemnation event) of the Borrower property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $50.0 million that is required prepayment as a result of any 141 such termination or mandatory prepayment results from a default thereunder or an equivalent event of the type and that constitutes an Event of Defaultis not otherwise being contested in good faith)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, ; provided that it this clause (b) shall not be apply to (x) secured Indebtedness that becomes due as a Default result of the voluntary sale or Event transfer of Default the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,00011; or

Default Under Other Agreements. (i) The U.S. Borrower or any of its Subsidiaries shall default in fail to pay any payment principal of or premium or interest on any Material Indebtedness (other than but excluding Indebtedness outstanding hereunder) of the Obligations) beyond Borrower or such Subsidiary (as the period of case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace or cureperiod, if any, provided specified in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition instrument relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, such Indebtedness; or any other event shall occur or condition existshall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of which default or other such event or condition is to causeaccelerate, or to permit the holder acceleration of, or holders of such Indebtedness (to require the prepayment or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iii) any Indebtedness redemption (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless redemption), purchase or defeasance of such required prepayment Indebtedness or mandatory prepayment results from a default thereunder that an offer to repay, redeem, purchase or an event of the type that constitutes an Event of Default)) ordefease such Indebtedness be made, in the each case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, ; provided that it this Section 8.01(d) shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses apply to (i) through secured Indebtedness that becomes due as a result of a disposition, transfer, condemnation, insured loss or similar event relating to the property or assets securing such Indebtedness, (ii) any customary offer to repurchase provisions 121 US-DOCS\106883637.15 upon an asset sale, (iii)) customary debt and equity proceeds prepayment requirements contained in any bridge or other interim credit facility, inclusive, (iv) Indebtedness of any Person assumed in connection with the acquisition of such Person to the extent that such Indebtedness is at least $75,000,000repaid as required by the terms thereof as a result of the acquisition of such Person or (v) the redemption of any Indebtedness incurred to finance an acquisition pursuant to any special mandatory redemption feature that is triggered as a result of the failure of such acquisition to occur; or

Default Under Other Agreements. (i) The Holdings, the Lead Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; , or (iiiii) any Indebtedness (other than the Obligations) of Holdings, the Lead Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,000equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries (other than a Securitization Vehicle) shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is requiredrequired and without regard to the passage of time), any such Indebtedness to become due ordue, in or to require the case of a Permitted Securitizationprepayment, terminating (except voluntary terminations by the Credit Parties)repurchase, redemption or defeasance thereof, prior to its stated maturity; maturity or (iiiii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 7.01(d) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,00030,000,000; provided, further, that with respect to any defaults described in clause (i) above in respect of the First Lien Credit Agreement, such default shall only constitute an Event of Default under this Agreement if such default is not cured or waived within 45 days after the first date on which such default occurs; or

Default Under Other Agreements. (i) The i)The Lead Borrower or any of its Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; maturity or (iiiii) any Indebtedness (other than the Obligations) of the Lead Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,000equal to the Threshold Amount, (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder and (C) an Event of Default under clause (i)(y) of this Section 11.04 with respect to the ABL Credit Agreement shall not be an Event of Default until the earliest of (I) in the case of a payment default, the first date on which such default shall continue unremedied for a period of 30 days after the date of such default (during which period such default is not waived or cured), (II) the date on which the Indebtedness under the ABL Credit Agreement has been accelerated as a result of such default and (III) the date on which or until the administrative agent and/or the lenders under the ABL Credit Agreement have exercised their secured creditor remedies as a result of such default; or

Default Under Other Agreements. (i) The Borrower VHS Holdco I or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any with all applicable grace or cure period, but determined without regard to whether any notice is requiredperiods having expired), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; , or (iiiii) any Indebtedness (other than the Obligations) of the Borrower VHS Holdco I or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event including, without limitation, by reason of the type that constitutes an Event of Default)) or, in the case occurrence of a Permitted Securitizationchange of control or other similar event, shall be terminated (except voluntary terminations but excluding by reason of any due-on-sale clause contained in Indebtedness so long as such sale is permitted hereunder and under the Credit Partiesdocument providing for such Indebtedness or the aggregate principal amount of all such Indebtedness does not exceed $10,000,000), prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under clauses (i) -95- or (ii) of this Section 10.04 10A.04 unless the aggregate outstanding principal amount of all Indebtedness as described in preceding such clauses (i) through and (iii), inclusive, ii) is at least $75,000,00010,000,000; or

Default Under Other Agreements. (ia) The Borrower or any of ------------------------------ its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, ; provided that it shall not be a Default or constitute an Event of Default under pursuant to -------- clause (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii)b) above, inclusive, is exceeds $4,500,000 at least $75,000,000any one time; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Repurchase Facility or Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Repurchase Facility or Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all such defaulted or accelerated Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; or

Default Under Other Agreements. (ia) The Borrower or any of its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; applicable thereto or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, payable (or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from result of a default thereunder or of an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided that it shall not be a Default or constitute an Event of Default under pursuant to this Section 10.04 unless the aggregate principal amount of all Indebtedness as described referred to in preceding clauses (a) and (b) above exceeds $3,000,000 in the aggregate at any one time or (c) MJD shall (i) through default in any payment of interest or principal beyond the period of grace, if any, applicable thereto under the MJD Credit Agreement or (iii), inclusive, is at least $75,000,000; orii) the Indebtedness of MJD under the MJD Credit Agreement shall be declared to be due and payable (or shall be required to be prepaid as a result of a default thereunder or of an event of the type that constitutes an Event of Default) prior to the stated maturity thereof.

Default Under Other Agreements. (ia) The Borrower or any of its the Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness with an aggregate principal amount exceeding $75,000,000 (other than the ObligationsIndebtedness described in Section 11.1) beyond the period of grace or curegrace, if any, provided in the instrument or of agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (other than (A) with respect to indebtedness in respect of any Hedge Agreements, termination events or 159 equivalent events pursuant to the terms of such Hedge Agreements, (B) any event requiring prepayment pursuant to customary asset sale provisions, (C) secured Indebtedness that becomes due as a result of a Disposition (including as a result of Casualty Event) of the property or assets securing such indebtedness permitted under this Agreement and (D) (x) the occurrence of any customary event or condition that vests the right of any holder of Permitted Convertible Debt to submit any Permitted Convertible Debt for conversion, exchange or exercise in accordance with its terms or (y) any actual conversion, exchange or exercise of any Permitted Convertible Debt in accordance with its terms), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required)cause, any such Indebtedness to become due oror to be repurchased, in the case of a Permitted Securitizationprepaid, terminating defeased or redeemed (except voluntary terminations by the Credit Partiesautomatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (iii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) orunless, in the case of each of the foregoing, such holder or holders shall have (or through its or their trustee or agent on its or their behalf) waived such default in a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior writing to the stated maturity thereofBorrower, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $75,000,000; or

Default Under Other Agreements. (ia) The Borrower or any of ------------------------------ its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof; provided, provided that it shall not be a Default or constitute an Event of Default under pursuant to clause -------- (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii)b) above, inclusive, is exceeds $3,500,000 at least $75,000,000any one time; or

Default Under Other Agreements. (ia) The Borrower or any of its Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness or Contingent Obligation (other than the Obligations) beyond the period of grace or curegrace, if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created; created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or Contingent Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness or Contingent Obligation to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; or (iiib) any Indebtedness or Contingent Obligation (other than the Obligations) of the Borrower or any of its Restricted Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties), prior to the stated maturity thereof, provided PROVIDED that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the aggregate principal amount of all such Indebtedness as described and Contingent Obligations referred to in preceding clauses (ia) through and (iii), inclusive, is b) above exceeds $20,000,000 at least $75,000,000any one time; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries Subsidi­aries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness Indebt­edness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition condi­tion relating to any Indebtedness (other than the Obligations) or contained in any instrument instru­ment or agreement agree­ment evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined deter­mined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; , or (iiiii) any Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event including, with­out limitation, by reason of the type that constitutes an Event of Default)) or, in the case occurrence of a Permitted Securitizationchange of control or other similar event, shall be terminated (except voluntary terminations but exclud­ing by reason of any due-on-sale clause contained in Indebtedness so long as the Credit Partiesaggre­gate principal amount of all such Indebtedness does not exceed $5,000,000), prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under clauses (i) or (ii) of this Section 10.04 unless the aggregate outstanding principal amount of all Indebtedness as described in preceding such clauses (i) through and (iii), inclusive, ii) is at least $75,000,0005,000,000; or

Default Under Other Agreements. (i) The Borrower Company or any of its Subsidiaries Restricted Subsidiary shall (x) default in any payment of any Indebtedness (other than the ObligationsObligations and other than intercompany Indebtedness permitted by Section 10.04) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; created or (iiy) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; , or (iiiii) any Indebtedness (other than the Obligations) of the Borrower Company or any of its Subsidiaries Restricted Subsidiary shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereof, ; provided that (A) other than with respect to the ABL Credit Facility, it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, ii) is at least $75,000,000equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (ia) The Borrower or any of its Restricted Subsidiaries shall (i) default in any payment of any Indebtedness (other than the Obligations and the First-Lien Obligations) beyond the period of grace or curegrace, if any, provided in the an instrument or agreement under which such Indebtedness was created; , or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations and the First-Lien Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due or, in the case of a Permitted Securitization, terminating (except voluntary terminations by the Credit Parties), prior to its stated maturity; maturity or (iiib) any Indebtedness (other than the Obligations and the First-Lien Obligations) of the Borrower or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than (x) by a regularly scheduled required prepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default)) or, in the case of a Permitted Securitization, shall be terminated (except voluntary terminations by the Credit Parties)prepayment, prior to the stated maturity thereofthereof or (c) the Borrower shall fail to pay the First-Lien Obligations at the final stated maturity thereof or the Borrower or any of its Restricted Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause any such Indebtedness to become due prior to its stated maturity; provided that it shall not be a Default or an Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iiia), inclusive, (b) and (c) is at least $75,000,00010,000,000 provided, further, that this Section 9.04 shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness or (d) (i) subject to sub-clause (ii) of this clause (d), during such time that the Borrower is party to two (2) or less OEM Agreements (which are concurrently in full force and effect), termination of the Mercedes Agreement, or (ii) after such time that the Borrower becomes party to three (3) or more OEM Agreements (which are concurrently in full force and effect), termination of any OEM Agreement resulting in the Borrower being party to less than three (3) OEM Agreements, unless, in the case of each of clauses (d)(i) and (ii) above, in the sole discretion of the Administrative Agent, the termination of such OEM Agreement would not have a material impact on the Borrower’s ability to perform its obligations under the Credit Documents (including, without limitation, the payment of scheduled cash interest and the repayment of Loans on the Maturity Date); or