Common use of Cross-Defaults Clause in Contracts

Cross-Defaults. (i) The Borrower or any of its Subsidiaries (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; or

Cross-Defaults. (i) The Borrower Company or any of its Subsidiaries Subsidiary is in default (after giving effect to any notice or and all applicable grace periods applicable thereto), with respect to have expired) (as principal or as guarantor or other surety) in the payment of any Recourse principal of or premium or make-whole amount or interest on any Indebtedness having that is outstanding in an aggregate principal amount in excess of $20,000,000 (any such Indebtedness, “Material Indebtedness”) beyond any period of grace provided with respect thereto or (ii) the Company or any Subsidiary is in default (including undrawn committed any termination event, amortization event, liquidation event or available amounts event of default) in the performance of or compliance with any term of any evidence of any Material Indebtedness (and including amounts owing to all creditors under applicable grace periods have expired) or of any combined mortgage, indenture or syndicated credit arrangement) other agreement relating thereto or any other condition exists, and as a consequence of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demandsuch default or condition such Material Indebtedness has become, or otherwisehas been declared, or one or more Persons are entitled to declare such Material Indebtedness to be, due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) in respect as a consequence of the occurrence or continuation of any such Recourse event or condition, which constitutes a breach or default under the documents governing the related Material Indebtedness, the Company or any Subsidiary has become obligated to purchase or repay Material Indebtedness before its scheduled maturity or before its regularly scheduled dates of payment, or (iv) one or more Persons have the right to require the Company or any Subsidiary so to purchase or repay any Material Indebtedness, or (Bv) fails to observe or perform any other agreement an event or condition relating shall occur which results in an “Event of Default” under any Allocated Agreement or (x) any Co-Obligor shall have become obligated to any make payment of all or a portion of the obligations under such Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating theretoAllocated Agreement, or (y) the issuer(s) or the lenders under the Allocated Agreement receive any other event occurs, the effect payment (by way of which failure to observe or perform or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically cash collateral or otherwise)) with respect of the obligations under the Allocated Agreement without the L/C Issuers and/or the Lenders under this Agreement receiving a pro rata payment with respect to the obligations under this Agreement, or an offer to repurchaseprovided, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses this clause (A) and (By) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result the reimbursement of drawings made under letters of credit within the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing grace period expressly provided for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out reimbursement of a default by the Borrower or any of its Subsidiaries to the extent that drawings under such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when dueAllocated Agreement; or

Cross-Defaults. (a) Upon and at any time after the occurrence of a Cross Default, any Licensee shall have the right to withdraw from this Agreement and the MRUA-2 Agreement and/or any of the IUAs executed by such Licensee hereunder, upon submission of a notice of withdrawal to Clearwire identifying which agreements are to be terminated; provided that, if the Licensee is in receipt of a written notice of Cross Default from Clearwire, the Licensee's notice of withdrawal with respect to the Cross Default identified in such notice must be submitted to Clearwire by the Licensee within ninety (90) days after the receipt of such notice of Cross Default. Licensee's actual knowledge of the Cross Default shall not limit the time permitted for its issuance of a notice of withdrawal. Upon submission of a notice of withdrawal by a Licensee, the Term of the agreements identified therein shall cease with respect to such Licensee and all of the provisions of this Agreement applicable to a termination at the end of the Term shall apply with respect to each IUA identified in the notice and, if applicable, this Agreement as well. Clearwire will not be liable in damages to any Licensee under this Agreement or an IUA as a result of a Cross Default, except to the extent of such Licensee's actual damage under the IUA that is subject to the Cross Default as a result of Clearwire's direct breach of such IUA. A Cross Default shall not, in and of itself, be deemed to be a breach of an IUA. (b) Definitions and Interpretive Rules Related to Cross Defaults. (i) The Borrower A "Cross Default" occurs if a Payment Default or any of its Subsidiaries a Material Failure has occurred and is not cured within [***] after written notice to Clearwire (after giving effect to any notice or grace periods applicable thereto), A) with respect to EBS Spectrum Capacity IUAs of Licensees in any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than three Geographic Markets at the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any such Recourse Indebtedness, same time or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to EBS Spectrum Capacity IUAs of Licensees in any Swap Contract not arising out two Geographic Markets at the same time, as long as those Geographic Markets represent at least [***] percent of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid total EBS Spectrum Capacity MHzPops determined in full by the Borrower or any of its Subsidiaries when due; oraccordance with clause (v) below.

Cross-Defaults. (i) The Borrower or any of its Significant Subsidiaries (after giving effect shall fail to pay any notice principal of or grace periods applicable thereto), with respect to any Recourse premium or interest on its Indebtedness having an aggregate which is outstanding in a principal amount of at least $125,000,000 individually or when aggregated with all such Indebtedness of the Borrower or its Subsidiaries so in default (including undrawn committed or available amounts but excluding the Obligations) when the same becomes due and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) ), and such failure shall continue after the applicable grace period, if any, specified in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other the agreement or condition instrument relating to any such Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating thereto, or Indebtedness; (ii) any other event occursshall occur or condition shall exist under any agreement or instrument relating to Indebtedness which is outstanding in a principal amount of at least $125,000,000 individually or when aggregated with all such Indebtedness of the Borrower and its Subsidiaries so in default, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of which failure to observe such event or perform or other event condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Recourse Indebtedness; or (iii) any Indebtedness which is outstanding in a principal amount of at least $125,000,000 individually or when aggregated with all such Indebtedness of the Borrower and its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; provided that this clause (iii) shall not apply to (y) a voluntary sale or disposition of any Property or asset that secures any such Indebtedness if such Indebtedness (or any portion thereof that becomes due as a trustee or agent on behalf result of such holder sale or holdersdisposition) is paid when due (subject to cause, with the giving of any applicable notice if required, and cure periods) and (z) any event or condition that causes any such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses (A) and (B) shall not apply or to secured Recourse Indebtedness that becomes be due and payable as a result of or required to be prepaid or repurchased prior to the voluntary sale or transfer of the property or assets securing such Recourse Indebtednessstated maturity thereof, if such sale event or transfer condition is permitted hereunder in the nature of a mandatory prepayment requirement for asset sales, debt incurrences, equity issuances, excess cash flow, insurance proceeds or extraordinary receipts if such Indebtedness is paid when due (subject to any applicable notice and under cure periods); provided that, for purposes of this subsection 7.1(d), the documents providing for such Recourse Indebtedness; or (ii) there occurs under “principal amount” of the obligations in respect of any Swap Financial Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) at any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, time shall be the Swap Termination Value owed by the Borrower or thereof if such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Financial Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that were terminated at such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; ortime;

Cross-Defaults. (i) The Borrower Any Loan Party or any of its Subsidiaries shall fail to pay any principal of, premium or interest on or any other amount payable in respect of (after giving effect to A) any notice Debt of such Loan Party or grace periods applicable thereto), with respect to any such Subsidiary (as the case may be) which is Non-Recourse Indebtedness having an aggregate Debt that is outstanding in a principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under or, in the case of any combined or syndicated credit arrangementHedge Agreement, an Agreement Value) of more at least $100,000,000 either individually or in the aggregate or (B) any Debt of such Loan Party or such Subsidiary (as the case may be) other than Non-Recourse Debt that is outstanding in a principal amount (or in the Threshold Amountcase of any Hedge Agreement, an Agreement Value) of at least $50,000,000, either individually or in the aggregate (such Debt described under clauses (A) fails and (B), whether the obligation of one or more of the Loan Parties or their respective Subsidiaries, and whether the subject of one or more separate debt instruments or agreements, exclusive of Debt outstanding hereunder is referred to make any payment herein as “Material Debt”), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) ), and following the expiration of the applicable grace period, if any, specified in respect of any the agreement or instrument relating to such Recourse Indebtedness, Debt or in such Hedge Agreement; or (Bii) fails to observe or perform any other event shall occur or condition shall exist under any agreement or condition instrument relating to any such Recourse Indebtedness contained in any instrument or agreement evidencingMaterial Debt, securing or relating thereto, or any other event occurs, if the effect of which failure to observe such event or perform or other event condition is to cause, or to permit the holder or holders acceleration of the maturity of such Recourse Indebtedness Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, or (iii) the maturity of any such Material Debt shall be accelerated or a trustee or agent on behalf of any such holder or holders) to cause, with the giving of notice if required, such Recourse Indebtedness Material Debt shall be declared to be demanded due and payable or to become due or required to be repurchased, prepaid, defeased prepaid or redeemed (automatically other than by a regularly scheduled required prepayment or otherwiseredemption), purchased or defeased, or an offer to repurchase, prepay, redeem, purchase or defease or redeem such Recourse Indebtedness Material Debt shall be required to be made, in each case prior to its the stated maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when duematurity thereof; or

Cross-Defaults. (i) The Borrower or any Any one of its Subsidiaries (after giving effect to any notice or grace periods applicable thereto), the following occurs with respect to any Recourse Borrower, the Pledgor, Pacific Ethanol, or any Major Project Party with respect to Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more other than the Threshold AmountObligations) (provided that if any such event has been cured in accordance with the terms of such Indebtedness, it shall serve as a cure of this Event of Default): (Ai) fails to make any a default occurs in the payment when due (subject to any applicable grace period and notice requirements), whether by scheduled maturity, required prepayment, acceleration, demand, acceleration or otherwise, of such Indebtedness; or (ii) in respect of any such Recourse Indebtedness, or (B) Person fails to observe or perform (subject to any applicable grace periods and notice requirements) any other agreement or condition relating to any such Recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of any Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses or such Guarantee to become payable or cash collateral in respect thereof to be demanded; and (A) and in the case of the Borrowers, with respect to Indebtedness in an amount greater than or equal to two million Dollars ($2,000,000) in the aggregate; (B) in the case of either of the Pledgor or Kinergy, with respect to Indebtedness in an amount greater than or equal to two million five hundred thousand Dollars ($2,500,000) in the aggregate; (C) in the case of Pacific Ethanol, with respect to Indebtedness in an amount in excess of five million Dollars ($5,000,000) in the aggregate; and (D) in the case of any other Major Project Party only, has or could reasonably be expected to result in a Material Adverse Effect; provided, that such occurrence shall not apply to secured Recourse Indebtedness that becomes due and payable as a result constitute an Event of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination Default with respect to any Swap Contract Major Project Party if an agreement replacing each Project Document to which such Major Project Party is a party relating to each Plant with respect to which any Funding has been made or is being requested (and each Project Document to which such Major Project Party is a party that does not arising out of relate to a default by the Borrower or any of its Subsidiaries specific Plant), in form and substance reasonably satisfactory subject to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; orapplicable Project Document Approval Level, is entered into (together will all applicable Ancillary Documents) within forty-five (45) days thereof.

Cross-Defaults. Any one of the following occurs with respect to a Loan Party: (i) The Borrower or any of its Subsidiaries a default occurs in the payment when due (after giving effect subject to any applicable grace period and notice requirements), whether by acceleration or grace periods applicable thereto)otherwise, with respect to any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more other than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseObligations) in respect of any an amount greater than or equal to one hundred thousand Dollars ($100,000) in the aggregate or has resulted in or could reasonably be expected to result in a Material Adverse Effect; (ii) such Recourse Indebtedness, or (B) Person fails to observe or perform (subject to any applicable grace periods and notice requirements) any other agreement or condition relating to any such Recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness (other than the Obligations) or the beneficiary or beneficiaries of any Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness (other than the Obligations) to be made, prior to its stated maturity, provided that clauses or such Guarantee to become payable or cash collateral in respect thereof to be demanded, in each case with respect to Indebtedness in an amount greater than or equal to one hundred thousand Dollars (A$100,000) and in the aggregate or has resulted in or could reasonably be expected to result in a Material Adverse Effect; or (Biii) any “Event of Default” (as defined therein) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result occur under or within the meaning of the voluntary sale Lease; provided, that any such event under or transfer within the meaning of the property or assets securing Lease shall not constitute an Event of Default if within 60 days of such Recourse Indebtednessevent, the Borrower shall terminate the Lease, obtain possession of the Project, enter into such alternative arrangements and agreements replacing the Lease (which arrangements and agreements as well as the counterparties thereto shall be satisfactory to the Required Lenders (together with all applicable Ancillary Documents), it being understood that for purposes of this Section 9.01(f)(iii) the replacement of the initial Lessee by an Approved Lessee and any such alternate arrangements having the same terms and conditions as the Lease and the Management and Operating Services Agreement shall be deemed satisfactory to the Required Lenders) and, if such sale or transfer is permitted hereunder and under replacement does not cure any such event which affects the documents providing for operation of the Project, then cure such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; or.

Cross-Defaults. (i) The Borrower Borrower, the Parent Guarantor or any of its their respective Subsidiaries (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower any Loan Party or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower any Loan Party or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower any Loan Party or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower any Loan Party or any of its Subsidiaries when due; or

Cross-Defaults. (i) The Borrower Any of the Consolidated Companies (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after the expiration of any applicable grace or cure period in respect of its Subsidiaries any Indebtedness or Guarantee (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness or Guarantee referenced in clause (A) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to causecause after the expiration of any applicable grace or cure period, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses (A) and (B) shall not apply or such Guarantee to secured Recourse Indebtedness that becomes due and become payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtednesscash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower a Loan Party or any of its Subsidiaries Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower a Loan Party or any of its Subsidiaries Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; or

Cross-Defaults. (i) The Borrower or any of its Subsidiaries shall fail to pay any principal or interest, regardless of amount, due and payable in respect of any Indebtedness in excess of the Threshold Amount or in respect of any Permitted Derivative Contract, when and as the same shall become due and payable (after giving effect to any notice or grace periods period applicable thereto); provided that, in the case of a Permitted Derivative Contract, such non-payment results in termination of all transactions under the agreement governing such Permitted Derivatives Contract, (ii) with respect to any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold AmountPermitted Derivative Contract, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under occurs thereunder where the Borrower or such Swap Contract as to which Subsidiary is the defaulting party or any termination event occurs thereunder where the Borrower or such Subsidiary is the sole affected party or (iii) any other event or condition occurs that results in any Indebtedness of the Borrower or any of its Subsidiaries is in excess of the Defaulting Party Threshold Amount or any Permitted Derivative Contract becoming due prior to its scheduled maturity or that enables or permits (as defined with or without the giving of notice, the lapse of time or both) the holder or holders of any Indebtedness of the Borrower or such Subsidiary in such Swap Contract) excess of the Threshold Amount or (B) any Termination Event (as so defined) under such Swap Contract as trustee or agent on its or their behalf to which cause any Indebtedness of the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than excess of the Threshold Amount; provided that clause (ii)(B) shall not apply Amount to any early payment requirement become due, or unwinding to require the prepayment, repurchase, redemption or termination with respect defeasance thereof, prior to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; orscheduled maturity;

Cross-Defaults. (i) The Borrower or any Any one of its Subsidiaries (after giving effect to any notice or grace periods applicable thereto), the following occurs with respect to any Recourse Loan Party or any Major Project Party with respect to Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more other than the Threshold AmountObligations) (provided that if any such event has been cured in accordance with the terms of such Indebtedness, it shall serve as a cure of this Event of Default): (Ai) fails to make any a default occurs in the payment when due (subject to any applicable grace period and notice requirements), whether by scheduled maturity, required prepayment, acceleration, demand, acceleration or otherwise, of such Indebtedness; or (ii) in respect of any such Recourse Indebtedness, or (B) Person fails to observe or perform (subject to any applicable grace periods and notice requirements) any other agreement or condition relating to any such Recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of any Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses or such Guarantee to become payable or cash collateral in respect thereof to be demanded; (A) and in the case of the Borrowers, with respect to Indebtedness under the Senior Credit Agreement or in an amount greater than or equal to one hundred thousand Dollars ($100,000) in the aggregate; (B) in the case of the Pledgor, Pacific Ag Products or Kinergy with respect to Indebtedness in an amount greater than or equal to one million Dollars ($1,000,000) in the aggregate; (C) in the case of Pacific Ethanol, with respect to Indebtedness in an amount in excess of two million Dollars ($2,000,000) in the aggregate and an Exercise of Remedies in respect of such Indebtedness has occurred; and (D) in the case of any other Major Project Party only, has or could reasonably be expected to result in a Material Adverse Effect; provided, that such occurrence shall not apply to secured Recourse Indebtedness that becomes due and payable as a result constitute an Event of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination Default with respect to any Swap Contract not arising out of Major Project Party if an agreement replacing each Project Document to which such Major Project Party is a default by the Borrower or any of its Subsidiaries party, in form and substance reasonably satisfactory to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; orAdministrative Agent, is entered into (together will all applicable Ancillary Documents) within forty-five (45) days thereof.

Cross-Defaults. (i) The Borrower Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after the expiration of its Subsidiaries any applicable grace or cure period in respect of any Indebtedness or Guarantee (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to causecause after the expiration of any applicable grace or cure period, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses (A) and (B) shall not apply or such Guarantee to secured Recourse Indebtedness that becomes due and become payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtednesscash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower a Loan Party or any of its Subsidiaries Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower a Loan Party or any of its Subsidiaries Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; or

Cross-Defaults. (i) The Borrower or any of its Subsidiaries (after giving effect shall fail to pay any notice principal of or grace periods applicable thereto), with respect to premium or interest on its Debt or pay any Recourse Indebtedness having an aggregate net hedging obligation which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all such Debt or net hedging obligations of the Borrower or its Subsidiaries so in default (including undrawn committed or available amounts but excluding Debt evidenced by the Notes) when the same becomes due and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) ), and such failure shall continue after the applicable grace period, if any, specified in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other the agreement or condition instrument relating to any such Recourse Indebtedness contained in any instrument Debt or agreement evidencing, securing or relating thereto, or such hedging obligations; (ii) any other event occursshall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all such Debt of the Borrower and its Subsidiaries so in default, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of which failure to observe such event or perform or other event condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Recourse Indebtedness Debt; or (or a trustee or agent on behalf of iii) any such holder or holders) to cause, with the giving of notice if required, such Recourse Indebtedness Debt shall be declared to be demanded due and payable, or to become due or required to be repurchased, prepaid, defeased or redeemed prepaid (automatically or otherwiseother than by a regularly scheduled required prepayment), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its the stated maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtednessmaturity thereof; or (iiiv) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) , if applicable), or such Swap Contract is otherwise terminated prior to the scheduled term of the applicable transaction, in each case, resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries Subsidiary is the Defaulting Party (as defined in such Swap Contract) defaulting party or (B) any Termination Event (as so defineddefined in such Swap Contract, if applicable) under such Swap Contract as to which the Borrower or any of its Subsidiaries Subsidiary is an Affected Party (as so defined, if applicable) and, in either event, the Swap Termination Value net hedging obligation owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; or$2,500,000;

Cross-Defaults. (i) The Borrower Any "Termination Event" or any of its Subsidiaries (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors similar event under any combined Permitted Asset Securitization Sale Agreement (or syndicated credit arrangementany other sale agreement executed in connection with any Permitted Asset Securitization); (ii) Any Credit Party or Restricted Subsidiary thereof shall default in the payment of more than the Threshold Amount, any (A) fails to make Indebtedness (other than the Loans or any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseReimbursement Obligation) the aggregate outstanding amount of which Indebtedness is in respect excess of any such Recourse Indebtedness, $15,000,000 or (B) fails obligations arising under any Additional Facility Loan Documents, in each case, beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created (and if no grace periods are provided for therein, then the grace periods relative to observe Additional Facility Loans shall be the same as those for Revolving Loans); or (iii) Any Credit Party or perform Restricted Subsidiary thereof shall default in the observance or performance of any (A) other agreement or condition relating to any such Recourse Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount of which Indebtedness is in excess of $15,000,000 or (B) obligations arising under any Additional Facility Loan Documents, in each case, contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event occursshall occur or condition exist, the effect of which failure to observe or perform default or other event or condition is to cause, or to permit the holder or holders of such Recourse Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, any such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturitymaturity (any applicable grace period having expired) (and if no grace periods are provided for therein, provided that clauses (A) and (B) then the grace periods relative to Additional Facility Loans shall not apply to secured Recourse Indebtedness that becomes due and payable be the same as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing those for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; orRevolving Loans).

Cross-Defaults. (i) The Borrower or any of its Restricted Subsidiaries (after giving effect A) fails to make any notice or grace periods applicable thereto), with payment in respect to of any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of $ 1,000,000 or more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in respect the document relating thereto on the date of any such Recourse Indebtedness, failure; or (B) fails to perform or observe or perform any other agreement condition or condition relating to any such Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating theretocovenant, or any other event occursshall occur or condition exist, under any agreement or instrument relating to any such Indebtedness having an aggregate principal amount of $1,000,000 or more, and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure if the effect of which failure to observe such failure, event or perform or other event condition is to cause, or to permit the holder or holders of such Recourse Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, cause such Recourse Indebtedness to be demanded or to become due or declared to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, due and payable prior to its stated maturity, provided that clauses (A) and (B) shall not apply or any Contingent Obligation in an amount of $ 1, 000,000 or more to secured Recourse Indebtedness that becomes due and become payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtednesscash collateral in respect thereof to be demanded, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries Subsidiary is an Affected Party (as so defined) ), and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due$1,000,000; or

Cross-Defaults. (i) The Borrower Company or any of its Subsidiaries (after giving effect shall fail to pay any notice principal of or grace periods applicable thereto)premium or interest on its Indebtedness, with Joint Venture Indebtedness and/or Attributable Indebtedness in respect to any Recourse Indebtedness having an aggregate of Synthetic Leases which is outstanding in a principal amount of at least $25,000,000 individually or when aggregated with all such Indebtedness, Joint Venture Indebtedness and/or Attributable Indebtedness in respect of Synthetic Leases of the Company or its Subsidiaries so in default (including undrawn committed or available amounts but excluding Indebtedness evidenced by the Notes and including amounts owing to all creditors Indebtedness under any combined or syndicated credit arrangementSwap Contracts) of more than when the Threshold Amount, (A) fails to make any payment when same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, document or instrument relating to such Indebtedness; (ii) any other event shall occur or condition shall exist under any agreement, document or instrument relating to such Indebtedness, Joint Venture Indebtedness and/or Attributable Indebtedness in respect of any Synthetic Leases shall occur, and shall continue after the applicable grace period, if any, specified in such Recourse Indebtednessagreement, document or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness contained in any instrument or agreement evidencinginstrument, securing or relating thereto, or any other event occurs, if the effect of which failure to observe such event or perform or other event condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Recourse Indebtedness, Joint Venture Indebtedness (or a trustee or agent on behalf and/or Attributable Indebtedness in respect of such holder or holders) to causeSynthetic Leases, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or require such Indebtedness, Joint Venture Indebtedness and/or Attributable Indebtedness in respect of Synthetic Leases to be repurchased, prepaid, defeased deferred or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity; (iii) any such Indebtedness, provided that clauses (A) and (B) Joint Venture Indebtedness and/or Attributable Indebtedness in respect of Synthetic Leases shall not apply be declared to secured Recourse Indebtedness that becomes be due and payable as payable, or required to be prepaid (other than by a result of regularly scheduled required prepayment), prior to the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtednessstated maturity thereof; or (iiiv) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower Company or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, and the Swap Termination Value owed by the Borrower Company or such Subsidiary as a result thereof is greater than $25,000,000, and the Threshold Amount; provided that clause (ii)(B) shall not apply counterparty to any early payment requirement or unwinding or termination with respect to any such Swap Contract not arising out demands payment in the amount of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid or demands collateral in full by the Borrower or any amount of its Subsidiaries when due; orsuch Termination Value;

Cross-Defaults. (i) The any “Event of Default” under and as defined in the Second Lien Loan Documents; (ii) any “Default” under and as defined in the UK Loan Documents; (iii) any default or breach of any of the Vault Cash Agreements or any Processing Agreement, (iv) without limiting the foregoing in any manner, any Borrower or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of its Subsidiaries any Indebtedness or Guarantee (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any such Recourse Indebtedness$1,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses (A) and (B) shall not apply or such Guarantee to secured Recourse Indebtedness that becomes due and become payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtednesscash collateral in respect thereof to be demanded; or (iiv) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the a Borrower or any of its Subsidiaries Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the a Borrower or any of its Subsidiaries Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the such Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due$1,000,000; or

Cross-Defaults. Any one of the following occurs with respect to the Borrower, any Pledgor, or any Project Party with respect to Indebtedness (i) The Borrower or other than the Obligations and any Indebtedness of any Pledgor arising solely as a result of a Lien on its assets to secure the debt of any of its Subsidiaries (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more other than the Threshold Amount, Borrower): (Ai) fails to make any a default occurs in the payment when due (subject to any applicable grace period and notice requirements), whether by scheduled maturity, required prepayment, acceleration, demand, acceleration or otherwise, of such Indebtedness; or (ii) in respect of any such Recourse Indebtedness, or (B) Person fails to observe or perform (subject to any applicable grace periods and notice requirements) any other agreement or condition relating to any such Recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of any Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses or such Guarantee to become payable or cash collateral in respect thereof to be demanded; and (A) and (Bin the case of Section 8.01(e)(i) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (iiSection 8.01(e)(ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which with respect the Borrower or any of its Subsidiaries is Pledgor, with respect to Indebtedness in an amount greater than or equal to one million Dollars ($1,000,000) in the Defaulting Party (as defined in such Swap Contract) or aggregate; or (B) any Termination Event (as so definedin the case of Section 8.01(e)(i) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so definedSection 8.01(e)(ii) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract other Project Party, has resulted in or could reasonably be expected to result in a Material Adverse Effect; provided, that such occurrence shall not arising out constitute an Event of Default with respect to any such other Project Party (other than a default by Project Party to any License Agreement, the Borrower Interconnect Agreement, the Huron Ground Lease, the Huron Grain Elevator Lease or any of its Subsidiaries the Aberdeen Grain Elevator Lease) if an agreement replacing each Project Document to which such Project Party is a party, in form and substance, and with a counterparty, reasonably satisfactory to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; orRequired Lenders, is entered into (together with all applicable Ancillary Documents) within sixty (60) days thereof.

Cross-Defaults. (i) The Borrower or any of its Subsidiaries (after giving effect to any notice or grace periods applicable thereto)) (A) fails to make any payment when due (whether by scheduled maturity, with required prepayment, acceleration, demand, or otherwise) in respect to of any Recourse Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided or such Guarantee to become payable or Cash Collateral in respect thereof to be demanded, provided, that clauses (A) and (B) shall not apply (1) with respect to Nonrecourse Indebtedness which individually or in the aggregate, has a principal amount (including, without duplication, undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of the Threshold Amount, if the Borrower or such Subsidiary is contesting, in good faith, that such Nonrecourse Indebtedness has been validly declared due and payable pursuant to the terms thereof or (2) to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; or

Cross-Defaults. (i) The any “Event of Default” under and as defined in the First Lien Loan Documents; (ii) any “Default” under and as defined in the UK Loan Documents; (iii) any default or breach of any of the Vault Cash Agreements or any Processing Agreement, (iv) without limiting the foregoing in any manner, any Borrower or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of its Subsidiaries any Indebtedness or Guarantee (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any such Recourse Indebtedness$1,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses (A) and (B) shall not apply or such Guarantee to secured Recourse Indebtedness that becomes due and become payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtednesscash collateral in respect thereof to be demanded; or (iiv) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the a Borrower or any of its Subsidiaries Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the a Borrower or any of its Subsidiaries Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the such Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due$1,000,000; or

Cross-Defaults. (i) The Borrower Any event of default occurs in respect of any Derivative Contract with CSAG or any Affiliate of its Subsidiaries CSAG where the Borrower is the defaulting party or any termination event occurs in respect of any other Derivative Contract with CSAG or any Affiliate of CSAG where the Borrower is the sole affected party, (ii) the Borrower shall fail to pay any principal, interest or any other amount, regardless of amount, due and payable in respect of any Indebtedness in excess of the Threshold Amount (or any Indebtedness due to CSAG or any Affiliate of CSAG, regardless of the amount of such Indebtedness), when and as the same shall become due and payable (after giving effect to any notice or grace periods period applicable thereto), with respect to (iii) any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) event of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) default occurs in respect of any such Recourse Indebtedness, Derivative Contract (other than a Derivative Contract covered in clause (i) above) with Derivative Exposure in excess of the Threshold Amount where the Borrower is the defaulting party or any termination event occurs in respect of any Derivative Contract (other than a Derivative Contract covered in clause (i) above) with Derivative Exposure in excess of the Threshold Amount where the Borrower is the sole affected party or (Biv) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occursor condition occurs that results in any Indebtedness of the Borrower in excess of the Threshold Amount (or any Indebtedness due to CSAG or any Affiliate of CSAG, regardless of the amount of such Indebtedness) becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the effect lapse of which failure to observe time or perform or other event is to cause, or to permit both) the holder or holders of such Recourse any Indebtedness (of the Borrower in excess of the Threshold Amount or a any trustee or agent on its or their behalf to cause any Indebtedness of such holder or holders) the Borrower in excess of the Threshold Amount to causebecome due, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchasedrequire the prepayment, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease redemption or redeem such Recourse Indebtedness to be madedefeasance thereof, prior to its stated scheduled maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; or;

Cross-Defaults. (i) The Borrower or any Any one of its Subsidiaries (after giving effect to any notice or grace periods applicable thereto), the following occurs with respect to any Recourse Loan Party or any Major Project Party with respect to Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more other than the Threshold AmountObligations) (provided that if any such event has been cured in accordance with the terms of such Indebtedness, it shall serve as a cure of this Event of Default): (Ai) fails to make any a default occurs in the payment when due (subject to any applicable grace period and notice requirements), whether by scheduled maturity, required prepayment, acceleration, demand, acceleration or otherwise, of such Indebtedness; or (ii) in respect of any such Recourse Indebtedness, or (B) Person fails to observe or perform (subject to any applicable grace periods and notice requirements) any other agreement or condition relating to any such Recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of any Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses or such Guarantee to become payable or cash collateral in respect thereof to be demanded: (A) and in the case of the Borrowers, with respect to Indebtedness under the Amended Credit Agreement or in an amount greater than or equal to one hundred thousand Dollars ($100,000) in the aggregate; (B) in the case of the Pledgor, Pacific Ag Products or Kinergy with respect to Indebtedness in an amount greater than or equal to one million Dollars ($1,000,000) in the aggregate; (C) in the case of Pacific Ethanol, with respect to Indebtedness in an amount in excess of two million Dollars ($2,000,000) in the aggregate and an Exercise of Remedies in respect of such Indebtedness has occurred; and (D) in the case of any other Major Project Party only, has or could reasonably be expected to result in a Material Adverse Effect; provided, that such occurrence shall not apply to secured Recourse Indebtedness that becomes due and payable as a result constitute an Event of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination Default with respect to any Swap Contract not arising out of Major Project Party if an agreement replacing each Project Document to which such Major Project Party is a default by the Borrower or any of its Subsidiaries party, in form and substance reasonably satisfactory to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; orAdministrative Agent, is entered into (together will all applicable Ancillary Documents) within forty-five (45) days thereof.

Cross-Defaults. Any one of the following occurs with respect to the Borrower, any Pledgor, or any Project Party with respect to Indebtedness (i) The Borrower or other than the Obligations and any Indebtedness of any Pledgor arising solely as a result of a Lien on its assets to secure the debt of any of its Subsidiaries (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more other than the Threshold Amount, Borrower): (Ai) fails to make any a default occurs in the payment when due (subject to any applicable grace period and notice requirements), whether by scheduled maturity, required prepayment, acceleration, demand, acceleration or otherwise, of such Indebtedness; or (ii) in respect of any such Recourse Indebtedness, or (B) Person fails to observe or perform (subject to any applicable grace periods and notice requirements) any other agreement or condition relating to any such Recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of any Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses or such Guarantee to become payable or cash collateral in respect thereof to be demanded; and (A) and (Bin the case of Section 8.01(f)(i) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (iiSection 8.01(f)(ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which with respect the Borrower or any of its Subsidiaries is Pledgor, with respect to Indebtedness in an amount greater than or equal to one million Dollars ($1,000,000) in the Defaulting Party (as defined in such Swap Contract) or aggregate; or (B) any Termination Event (as so definedin the case of Section 8.01(f)(i) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so definedSection 8.01(f)(ii) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract other Project Party, has resulted in or could reasonably be expected to result in a Material Adverse Effect; provided, that such occurrence shall not arising out constitute an Event of Default with respect to any such other Project Party (other than a default by the Borrower or any of its Subsidiaries Project Party to the extent that Design-Build Agreement, any License Agreement, the Interconnect Agreement, the Huron Ground Lease, the Huron Grain Elevator Lease or the Aberdeen Grain Elevator Lease) if an agreement replacing each Project Document to which such Swap Termination Value owed has been paid Project Party is a party, in full by form and substance, and with a counterparty, reasonably satisfactory to the Borrower or any of its Subsidiaries when due; orRequired Lenders, is entered into (together with all applicable Ancillary Documents) within sixty (60) days thereof.

Cross-Defaults. (i) The Borrower Any one of the following occurs with respect to the Borrower, the Pledgor or any of its Subsidiaries (after giving effect to any notice or grace periods applicable thereto), Major Project Party with respect to any Recourse of its Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more other than the Threshold Amount, Obligations): (Ai) fails to make any a default occurs in the payment when due (subject to any applicable grace period and notice requirements), whether by scheduled maturity, required prepayment, acceleration, demand, acceleration or otherwise, of such Indebtedness; or (ii) in respect of any such Recourse Indebtedness, or (B) Person fails to observe or perform (subject to any applicable grace periods and notice requirements) any other agreement or condition relating to any such Recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of any Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses or such Guarantee to become payable or cash collateral in respect thereof to be demanded; and (A) and in the case of Section 8.01(f)(i) or Section 8.01(f)(ii) with respect the Borrower or Pledgor, with respect to Indebtedness in an amount greater than or equal to one million Dollars ($1,000,000) in the aggregate; or (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result in the case of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap ContractSection 8.01(f)(i) or (BSection 8.01(f)(ii) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract Major Project Party, has resulted in or could reasonably be expected to result in a Material Adverse Effect; provided, that such occurrence shall not arising out constitute an Event of Default with respect to any such Major Project Party (other than a default by the Borrower or any of its Subsidiaries Major Project Party to the extent that Design-Build Agreement or the License Agreement) if an agreement replacing each Major Project Document to which such Swap Termination Value owed has been paid Major Project Party is a party, in full by form and substance, and with a counterparty, reasonably satisfactory to the Borrower or any of its Subsidiaries when due; orAdministrative Agent, is entered into (together with all applicable Ancillary Documents) within forty-five (45) days thereof.

Cross-Defaults. Any one of the following occurs with respect to Lessee: (ia) The Borrower or any of its Subsidiaries a default occurs in the payment when due (after giving effect subject to any applicable grace period and notice requirements), whether by acceleration or grace periods applicable thereto)otherwise, with respect to any Recourse Indebtedness having in an aggregate principal amount greater than or equal to one hundred thousand Dollars (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise$100,000) in respect of any such Recourse Indebtedness, the aggregate or has resulted in or could reasonably be expected to result in a Material Adverse Effect; or (Bb) Lessee fails to observe or perform (subject to any applicable grace periods and notice requirements) any other agreement or condition relating to any such Recourse Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform default or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness or the beneficiary or beneficiaries of any Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses or such Guarantee to become payable or cash collateral in respect thereof to be demanded, in each case with respect to Indebtedness in an amount greater than or equal to one hundred thousand Dollars (A$100,000) and in the aggregate or has resulted in or could reasonably be expected to result in a Material Adverse Effect. (Bc) a “REG Services Event of Default” (as defined therein) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result occur under or within the meaning of the voluntary sale MOSA; provided, that any such event under or transfer within the meaning of the property or assets securing MOSA shall not constitute an Event of Default if within 45 days of such Recourse Indebtednessevent, Lessee shall terminate the MOSA, enter into such alternative arrangements and agreements replacing the MOSA (which arrangements and agreements as well as the counterparties thereto shall be satisfactory to Landlord (together with all applicable Ancillary Documents), it being understood that for purposes of this Section 14.1.6(c) the replacement of REG Services and REG Marketing by an Approved Operator and any such alternate arrangements having the same terms and conditions as the MOSA shall be deemed satisfactory to the Landlord) and, if such sale or transfer is permitted hereunder and under replacement does not cure any such event which affects the documents providing for operation of the Project, cure such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; or.

Cross-Defaults. (i) The Borrower Any Loan Party or any Subsidiary thereof shall fail to pay any principal of, premium or interest on or any other amount payable in respect of its Subsidiaries (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts Material Debt when the same becomes due and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in respect of any such Recourse Indebtedness, ); or (Bii) fails to observe or perform any other event shall occur or condition shall exist under any agreement or condition instrument relating to any such Recourse Indebtedness contained in any instrument or agreement evidencingMaterial Debt, securing or relating thereto, or any other event occurs, if (A) the effect of which failure to observe such event or perform or other event condition is to cause, or to permit the holder or holders acceleration of the maturity of such Recourse Indebtedness Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, and (B) only with respect to Material Debt described in clause (a) or a trustee or agent on behalf (b) of such holder or holders) to cause, with the giving of notice if requireddefinition thereof, such Recourse Indebtedness event or condition shall remain unremedied or otherwise uncured for a period of 30 days; or (iii) the maturity of any such Material Debt shall be accelerated or any such Material Debt shall be declared to be demanded due and payable or to become due or required to be repurchased, prepaid, defeased prepaid or redeemed (automatically other than by a regularly scheduled required prepayment or otherwiseredemption), purchased or defeased, or an offer to repurchase, prepay, redeem, purchase or defease or redeem such Recourse Indebtedness Material Debt shall be required to be made, in each case prior to its the stated maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtednessmaturity thereof; or (iiiv) there occurs under without limiting the foregoing, the occurrence of any Swap Contract an Early Termination Date “Event of Default” (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so definedExisting Creditthe 2018 Revolver/Term Loan Agreement) under such Swap Contract as to which any Existing Creditthe 2018 Revolver/Term Loan Agreement; provided that, and for the Borrower or any avoidance of its Subsidiaries is an Affected Party (as so defined) and, in either eventdoubt, the Swap Termination Value owed settlement by the Borrower Parent Guarantor of conversions of Permitted Convertible Notes by the holders thereof, whether through the delivery of shares of common stock of the Parent, cash or a combination thereof in accordance with the terms of such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) Permitted Convertible Notes shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out constitute an Event of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when dueDefault under this Section 6.01(e); or

Cross-Defaults. (i) The RE Holdings fails to make any payment under the U.S. Bank Facilities when due or fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under the U.S. Bank Facilities, if the effect of such failure, event or condition is to cause such Indebtedness to become due and payable or to permit the holder or holders of such Indebtedness to cause such Indebtedness to be declared to be due and payable prior to its stated maturity; or (ii) any TIAA Subsidiary fails to make any payment under the TIAA Facilities when due or fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under the TIAA Facilities, if the effect of such failure, event or condition is to cause such Indebtedness to become due and payable or to permit the holder or holders of such Indebtedness to cause such Indebtedness to be declared to be due and payable prior to its stated maturity; or (iii) the Borrower or any of its Subsidiaries (after giving effect A) fails to make any notice payment in respect of any Indebtedness (other than the Obligations, the U.S. Bank Facilities and the TIAA Facilities) or grace periods applicable thereto), with respect to any Recourse Indebtedness Contingent Obligation having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment $250,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in respect the document relating thereto on the date of any such Recourse Indebtednessfailure, or (B) fails to perform or observe or perform any other agreement condition or condition relating to any such Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating theretocovenant, or any other event occursshall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation (other than the Obligations, the U.S. Bank Facilities and the TIAA Facilities), if the effect of which failure to observe such failure, event or perform or other event condition is to causecause such Indebtedness or Contingent Obligation to become due and payable or cash collateral in respect thereof to be demanded, or to permit the holder or holders of such Recourse Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) who have not irrevocably waived such failure, event or condition within thirty (30) days following the occurrence thereof to cause, with the giving of notice if required, cause such Recourse Indebtedness to be demanded or to become due or declared to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, due and payable prior to its stated maturity, provided that clauses (A) and (B) shall not apply or to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined be entitled to demand cash collateral in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when duerespect; or

Cross-Defaults. (i) The Borrower Borrower, the Parent Guarantor or any of its itstheir respective Subsidiaries (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower Borrowerany Loan Party or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower Borrowerany Loan Party or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower Borrowersuch Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower Borrowerany Loan Party or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower Borrowerany Loan Party or any of its Subsidiaries when due; or

Cross-Defaults. (i) The Borrower Borrower, the Parent Guarantor or any of its their respective Subsidiaries (after giving effect to any notice or grace periods applicable thereto), with respect to any Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to observe or perform or other event is to cause, or to permit the holder or holders of such Recourse Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Recourse Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its stated maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse IndebtednessIndebtedness and provided that clause (B) shall not apply (x) the occurrence of any customary event or condition that vests the right of any holder of Convertible Indebtedness to submit any Convertible Indebtedness for conversion, exchange or exercise in accordance with its terms; or (y) any actual conversion, exchange or exercise of any Convertible Indebtedness in accordance with its terms, unless, in each case of clauses (x) and (y), such occurrence, conversion, exchange or exercise results from a default under such Convertible Indebtedness or an event of the type that constitutes (or, with notice or passage of time, would constitute) an Event of Default; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower any Loan Party or any of its Subsidiaries is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower any Loan Party or any of its Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower any Loan Party or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower any Loan Party or any of its Subsidiaries when due; or

Cross-Defaults. (i) The Borrower or any of its Subsidiaries (after giving effect shall fail to pay any notice principal of or grace periods applicable thereto), with respect to premium or interest on its Debt or pay any Recourse Indebtedness having an aggregate net hedging obligation which is outstanding in a principal amount of at least $10,000,000 individually or when aggregated with all such Debt or net hedging obligations of the Borrower or its Subsidiaries so in default (including undrawn committed or available amounts but excluding Debt evidenced by the Notes) when the same becomes due and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) ), and such failure shall continue after the applicable grace period, if any, specified in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other the agreement or condition instrument relating to any such Recourse Indebtedness contained in any instrument Debt or agreement evidencing, securing or relating thereto, or such hedging obligations; (ii) any other event occursshall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $10,000,000 individually or when aggregated with all such Debt of the Borrower and its Subsidiaries so in default, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of which failure to observe such event or perform or other event condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Recourse Indebtedness Debt; or (or a trustee or agent on behalf of iii) any such holder or holders) to cause, with the giving of notice if required, such Recourse Indebtedness Debt shall be declared to be demanded due and payable, or to become due or required to be repurchased, prepaid, defeased or redeemed prepaid (automatically or otherwiseother than by a regularly scheduled required prepayment), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its the stated maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtednessmaturity thereof; or (iiiv) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) , if applicable), or such Swap Contract is otherwise terminated prior to the scheduled term of the applicable transaction, in each case, resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries Subsidiary is the Defaulting Party defaulting party or (B) any “Termination Event” (as defined in such Swap Contract) , if applicable, or (B) any Termination Event (as so definedthe equivalent defined term) under such Swap Contract as to which the Borrower or any of its Subsidiaries Subsidiary is an Affected Party (as so defineddefined in such Swap Contract, if applicable, or the equivalent defined term) and, in either event, the Swap Termination Value net hedging obligation owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; or$10,000,000;

Cross-Defaults. (i) The Borrower or any of its Subsidiaries (after giving effect shall fail to pay any notice principal of or grace periods applicable thereto), with respect to premium or interest on its Debt or pay any Recourse Indebtedness having an aggregate net hedging obligation which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all such Debt or net hedging obligations of the Borrower or its Subsidiaries so in default (including undrawn committed or available amounts but excluding Debt evidenced by the Notes) when the same becomes due and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, (A) fails to make any payment when due payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) ), and such failure shall continue after the applicable grace period, if any, specified in respect of any such Recourse Indebtedness, or (B) fails to observe or perform any other the agreement or condition instrument relating to any such Recourse Indebtedness contained in any instrument Debt or agreement evidencing, securing or relating thereto, or such hedging obligations; (ii) any other event occursshall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all such Debt of the Borrower and its Subsidiaries so in default, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of which failure to observe such event or perform or other event condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Recourse Indebtedness Debt; or (or a trustee or agent on behalf of iii) any such holder or holders) to cause, with the giving of notice if required, such Recourse Indebtedness Debt shall be declared to be demanded due and payable, or to become due or required to be repurchased, prepaid, defeased or redeemed prepaid (automatically or otherwiseother than by a regularly scheduled required prepayment), or an offer to repurchase, prepay, defease or redeem such Recourse Indebtedness to be made, prior to its the stated maturity, provided that clauses (A) and (B) shall not apply to secured Recourse Indebtedness that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Recourse Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Recourse Indebtednessmaturity thereof; or (iiiv) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) , if applicable), or such Swap Contract is otherwise terminated prior to the scheduled term of the applicable transaction, in each case, resulting from (A) any event of default under such Swap Contract as to which the Borrower or any of its Subsidiaries Subsidiary is the Defaulting Party (as defined in such Swap Contract) defaulting party or (B) any Termination Event (as so defineddefined in such Swap Contract, if applicable, or the equivalent defined term) under such Swap Contract as to which the Borrower or any of its Subsidiaries Subsidiary is an Affected Party (as so defineddefined in such Swap Contract, if applicable, or the equivalent defined term) and, in either event, the Swap Termination Value net hedging obligation owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that clause (ii)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract not arising out of a default by the Borrower or any of its Subsidiaries to the extent that such Swap Termination Value owed has been paid in full by the Borrower or any of its Subsidiaries when due; or$2,500,000;