Common use of Default in Other Agreements Clause in Contracts

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $5,750,000 or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 11,500,000 or more, in each case beyond the originally specified grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the originally specified grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided, however, with respect to any failure to pay or breach or default under the First Lien Credit Agreement (other than a payment default under or an acceleration of the First Lien Credit Agreement, which are provided for in clauses (i) and (ii) above), such event shall only constitute an Event of Default hereunder if such event occurs and is not cured or waived within sixty (60) days after the occurrence of such event; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $10,000,000 or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 15,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of of, or any other event with respect to, (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach breach, default or default event is immediately to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject redeemable, prepayable or defeasible), or to a compulsory require the prepayment, redemption, repurchase or redeemable) defeasance of, or to cause Holdings or any of its Subsidiaries to make any offer to prepay, redeem, repurchase or defease that Indebtedness, prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Restricted Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)8.01(a) with an aggregate and other than Indebtedness which exists solely by reason of a guaranty by a Credit Party or such Restricted Subsidiary of obligations of other Credit Parties or Restricted Subsidiaries to the extent not prohibited by this Agreement or the other Credit Documents) in a principal amount in excess of the greater of (or Net ▇▇▇▇-to-Market Exposurex) $26,820,000 and (y) 15% of $75,000,000 or moreConsolidated Adjusted EBITDA for the most recently completed Test Period, in each case case, beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party or any of their respective Restricted Subsidiaries with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case case, beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligationmaturity, as the case may be; orprovided, that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any acceleration of the Loans pursuant to this Section 8.01; or (

Default in Other Agreements. (i) Failure of any Credit Loan Party or any of their respective Loan Party’s Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of [***] or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 [***] or more, in each case beyond the grace period, if any, provided therefor; , or (ii) breach or default by any Credit Loan Party with respect to any other material term of (1A) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above above, or (2B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace or cure period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) or to require the prepayment, redemption, repurchase or defeasance of, or to cause the Company or any of the Company’s Subsidiaries to make any offer to prepay, redeem, repurchase or defease such Indebtedness, prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

Default in Other Agreements. (i) Failure of any Credit Party Obligor or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 10,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party Obligor with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above above, or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; (iii) any “Event of Default” (or any comparable term) shall have occurred under the ▇▇▇▇ Agreement; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than (1) Indebtedness referred to in Section 8.1(a)) with and (2) Indebtedness of the PHCMI Debtors to Omega, so long as such Indebtedness constitutes Designated Non-Recourse Debt) in an individual or aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 2,500,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

Default in Other Agreements. (i) Failure of any Credit Party the Borrower or any of their respective its Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)subsection 7.1) with an aggregate outstanding principal amount (of at least $25,000,000 for any one item of Indebtedness or Net ▇▇▇▇-to-Market Exposure) for multiple items of $75,000,000 or moreIndebtedness in the aggregate, in each case beyond the end of any grace period, if any, period provided therefor; or or (ii) breach or default by the Borrower or any Credit Party of its Subsidiaries with respect to any other material term agreement or condition relating to Indebtedness with an outstanding principal amount of (1) at least $25,000,000 for any one item of Indebtedness or more for multiple items of Indebtedness in the individual aggregate, or aggregate principal amounts (contained in any instrument or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above agreement evidencing, securing or (2) relating thereto or any loan agreementother event shall occur or condition exist, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach which breach, default, event or default condition is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may bebe (with all notices provided for therein having been given and all grace periods provided for therein having lapsed, such that no further notice or passage of time is required in order for such holders or such trustee to exercise such right, other than notice of their or its election to exercise such right); or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than (i) Indebtedness referred to in Section 8.1(a)) and (ii) the Aircraft Indebtedness) with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 10,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts amount (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that this clause (b) shall not apply to Indebtedness that has become due solely as a result of any casualty or condemnation events, in each case occurring with respect to the property which is collateral for such Indebtedness; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $6,000,000 or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 12,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided, that with respect to any failure to pay or breach or default under the First Lien Credit Agreement, such event shall only constitute an Event of Default hereunder if there is an Event of Default (as defined in the First Lien Credit Agreement) under subsection 8.1(a) of the First Lien Credit Agreement, if the Indebtedness in respect of the First Lien Credit Agreement shall have been accelerated or if sixty (60) days have passed since the date of any other Event of Default under the First Lien Credit Agreement and such Event of Default has not been cured or waived during such period; or

Default in Other Agreements. (i) Failure of any Credit Loan Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one (1) or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)subsection 8.1) or Contingent Obligations in an individual principal amount of $10,000,000 or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 25,000,000 or more, in each case beyond the end of any grace period, if any, period provided therefor; or or (ii) breach or default by any Credit Loan Party or any Subsidiary with respect to any other material term of (1a) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2b) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, therefor if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders) to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may bebe (upon the giving or receiving of notice, lapse of time, both, or otherwise); or (iii) any default (after the expiration of any applicable cure period) or event of default under the Senior Note Indenture or the Senior Notes shall have occurred and be continuing; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $5,000,000 or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 10,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided, however, with respect to any failure to pay or breach or default under the Revolving Credit Agreement, such event shall only constitute an Event of Default hereunder to the extent there is an Event of Default (as defined in the Revolving Credit Agreement) under subsections 8.1(a), (f) or (g) of the Revolving Credit Agreement; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with in an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 4,7500,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided, that with respect to any failure to pay or breach or default under the First Lien Credit Facilities (other than a payment default under or an acceleration of the First Lien Credit Facilities, which are provided for in clause (i) and (ii) above), such event shall only constitute an Event of Default hereunder if such event occurs and is not cured or waived within sixty (60) days after the occurrence of such event; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $6,000,000 or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 12,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided, that with respect to any failure to pay or breach or default under the First Lien Credit Agreement, such event shall only constitute an Event of Default hereunder if there is an Event of Default (as defined in the First Lien Credit Agreement) under subsection 8.1(a) of the First Lien Credit Agreement, if the First Lien Credit Facilities shall have been accelerated or if 60 days have passed since the date of any other Event of Default under the First Lien Credit Agreement and such Event of Default has not been cured or waived during such period; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in 77 Section 8.1(a8.1 (a)) with an aggregate principal amount of (A) $6,250,000 or Net ▇▇▇▇-to-Market Exposuremore with respect to any Credit Party and (B) of $75,000,000 12,500,000 or moremore with respect to any Foreign Subsidiary, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided, however, that with respect to any failure to pay or breach or default under the First Lien Credit Agreement or any refinancings or replacements thereof permitted by the Intercreditor Agreement, such event shall only constitute an Event of Default hereunder to the extent there is an Event of Default under Section 8.1(a), (f) or (g) of the First Lien Credit Agreement or any such refinancings or replacements, as applicable; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $250,000 or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 500,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party or any of its Subsidiaries with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above above, or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemableredemption) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or (iii) any breach or default by any Credit Party or any of its Subsidiaries of any term of the Subordinated Indebtedness or Trust Preferred Securities, in each case, beyond the grace period, if any, provided therefor; or

Default in Other Agreements. (i) Failure of any Credit Party the Borrower or any of their respective its Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)Subsection 7.1) with an aggregate outstanding principal amount (of at least $25,000,000 for any one item of Indebtedness or Net ▇▇▇▇-to-Market Exposure) for multiple items of $75,000,000 or moreIndebtedness in the aggregate, in each case beyond the end of any grace period, if any, period provided therefor; or or (ii) breach or default by the Borrower or any Credit Party of its Subsidiaries with respect to any other material term agreement or condition relating to Indebtedness with an outstanding principal amount of (1) at least $25,000,000 for any one item of Indebtedness or more for multiple items of Indebtedness in the individual aggregate, or aggregate principal amounts (contained in any instrument or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above agreement evidencing, securing or (2) relating thereto or any loan agreementother event shall occur or condition exist, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach which breach, default, event or default condition is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may bebe (with all notices provided for therein having been given and all grace periods provided for therein having lapsed, such that no further notice or passage of time is required in order for such holders or such trustee to exercise such right, other than notice of their or its election to exercise such right); or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $250,000 or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 500,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party or any such Subsidiary with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above above, or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; be (other than by a regularly scheduled required prepayment or redemption, or, with respect to any secured Indebtedness, resulting from a disposition, condemnation, insured loss or similar event relating to the property securing such Indebtedness);

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in SECOND LIEN CREDIT AND ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇ ▇▇▇▇ Server 7A EXECUTION Section 8.1(a8.1 (a)) with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 2,500,000 or more, in each case beyond the grace period, if any, provided therefortherefore; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefortherefore, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided, however, with respect to any failure to pay or breach or default under the First Lien Credit Agreement, such event shall only constitute an Event of Default hereunder to the extent there is an Event of Default (as defined in the First Lien Credit Agreement) under subsections 8.1(a), (f) or (g) of the First Lien Credit Agreement; or

Default in Other Agreements. (i) Failure of any Credit Party Holding or Borrower or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due (i) any principal of or interest on any item or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)subsection 8.1) with in an individual or aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 2,500,000 or more, or (ii) any one or more Contingent Obligations in an individual or aggregate principal amount of $2,500,000 or more, in each case beyond the grace period, if any, provided thereforend of any period prior to which the obligee is prohibited from accelerating payment thereunder; or (ii) breach Breach or default by of Holding or Borrower or any Credit Party of their respective Subsidiaries with respect to any other material term of (1i) one any evidence of any item or more items of Indebtedness in the an individual or aggregate principal amounts (amount of $2,500,000 or Net ▇▇▇▇-to-Market Exposure) referred to more or any one or more Contingent Obligations in clause (i) above an individual or aggregate principal amount of $2,500,000 or more, or (2ii) any loan agreement, mortgage, indenture or other agreement relating thereto, with respect to such item(sIndebtedness with an aggregate principal amount of $2,500,000 or more, if, in the case of either clause (i) or clause (ii) of Indebtednessthis paragraph, in each case beyond the grace period, if any, provided therefor, if the effect of such failure, default or breach is then to cause, or default is to cause permit the holder or holders of that Indebtedness or Contingent Obligation (or a trustee on behalf of such holder or holders) then to cause, that Indebtedness or Contingent Obligation to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity (or the stated maturity of any underlying obligation, as the case may be); oror 121

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) and accounts payable incurred in the ordinary course of business that are not more than 60 days past due) in an individual principal amount of $250,000 or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 1,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party or any of its Subsidiaries with respect to any other material term of (1A) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above above, or (2B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), with or without the passage of time, to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemableother redemption) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; (iii) any event of default occurs and is continuing under the TCF Agreement or any Approved Floorplan Financing Documents; or (iv) breach or default by any Credit Party in the performance or observance of any material obligation or condition under any Material Contract beyond any applicable cure period; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Restricted Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)8.01(a) with an aggregate and other than Indebtedness which exists solely by reason of a guaranty by a Credit Party or such Restricted Subsidiary of obligations of other Credit Parties or Restricted Subsidiaries to the extent not prohibited by this Agreement or the other Credit Documents) in a principal amount in excess of the greater of (or Net ▇▇▇▇-to-Market Exposurex) $26,820,00032,835,000 and (y) 15% of $75,000,000 or moreConsolidated Adjusted EBITDA for the most recently completed Test Period, in each case case, beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party or any of their respective Restricted Subsidiaries with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case case, beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligationmaturity, as the case may be; provided, that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any acceleration of the Loans pursuant to this Section 8.01; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual principal amount of $5,750,000 or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 11,500,000 or more, in each case beyond the grace period, if any, provided therefor; or or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may bebe ; provided that an "Event of Default" under and as defined in the First Lien Credit Agreement ("First Lien Event of Default") shall constitute an Event of Default under this Section 8.1 only after a period of 60 days has elapsed, and such First Lien Event of Default shall not have been remedied or waived, after the earlier of (i) an officer of Company or any Credit Party becoming aware of such First Lien Event of Default or (ii) notice of such First Lien Event of Default from the administrative agent under the First Lien Credit Agreement to Company or Autocam France, or from Company or Autocam France to such administrative agent or any First Lien Lender; or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 6,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided, that with respect to any breach or default under the First-Lien Term Loan Agreement, such event shall only constitute an Event of Default under this Agreement if such event occurs and is not cured or waived within sixty (60) days after the occurrence of such event (other than with respect to a default under Section 8.1(a) under the First-Lien Term Loan Agreement or acceleration under the First-Lien Term Loan Agreement); or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a6.1(a)) in an individual principal amount of $100,000 or more or with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 200,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to (1) any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above above, or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, Indebtedness if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemableredemption) or to require the prepayment, redemption, repurchase or defeasance of, or to cause such Credit Party to make any offer to prepay, redeem, repurchase or defease such Indebtedness, prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

Default in Other Agreements. (i) Failure of any Credit Loan Party or any of their respective its Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)clause (a) above) with an aggregate outstanding principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 or moreexceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Loan Party or any of its Subsidiaries with respect to any other material term of (1A) one or more items of Indebtedness in with an aggregate outstanding principal amount exceeding the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above Threshold Amount, or (2B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of IndebtednessIndebtedness exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause that cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

Default in Other Agreements. (i) Failure of any Credit Loan Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a8.01(a)) with an aggregate in a principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 6,000,000 or more, individually or in the aggregate, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Loan Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided, however, with respect to any failure to pay or breach or default or Event of Default (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement (other than a payment default under or an acceleration of the First Lien Credit Agreement), such event shall only constitute an Event of Default hereunder if such event occurs and is not cured or waived within forty-five (45) days after such event becomes an Event of Default (as defined in the First Lien Credit Agreement); or

Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate in a principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 1,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party or any of their respective Subsidiaries with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above above, or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) or to require the prepayment, redemption, repurchase or defeasance of, or to cause Holdings or any of its Subsidiaries to make any offer to prepay, redeem, repurchase or defease such Indebtedness, prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or any event of default shall occur under the Working Capital Agreement; or

Default in Other Agreements. (i) Failure Except for the failure to fund the disputed portion of a payment in connection with an earn-out that is the subject of a good faith dispute and for which adequate reserve or other appropriate provision shall have been made in accordance with GAAP, failure of any of the Credit Party Parties or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a8.01(a)) with an individually or in the aggregate in a principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 50,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other material term of (1A) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

Default in Other Agreements. (i) Failure of any Credit Loan Party or any of their respective Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Credit Party is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a8.01(a)) with an aggregate in a principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 10,000,000 or moremore (provided that, if (and only so long as) all such failures to pay are in the nature of a set-off against purchase price adjustments or indemnities, in each case arising from Permitted Acquisitions, then such $10,000,000 threshold amount shall be deemed to be $20,000,000) individually or in the aggregate, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Credit Loan Party with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or