Common use of Default on Other Indebtedness Clause in Contracts

Default on Other Indebtedness. (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time.

Default on Other Indebtedness. (ai) The Borrower a default shall occur in the payment of any amount when due (subject to any applicable grace or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (available grace or the equivalent in other currenciescure periods) in the aggregate (but excluding Indebtedness hereunder performance or observance of any obligation or condition with respect to the Hedging Instruments) when the same becomes due and payable any Indebtedness of a Credit Party or a Subsidiary which has been subordinated (whether by scheduled as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of $3,000,000 or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, required prepayment(iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, acceleration, demand individually or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement aggregate, in excess of $3,000,000 (other than the Obligations and Hedging Agreements or instrument relating in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such IndebtednessIndebtedness to be made, prior to its expressed maturity, or (biv) the occurrence there occurs under any Hedging Instrument of Agreement an Early Termination Date “early termination date” or similarly defined event (as defined in such Hedging InstrumentAgreement) resulting from (A) any event of default under such Hedging Instrument Agreement as to which the Borrower or any of its Subsidiaries is the Defaulting Party “defaulting party” or similarly defined person (as defined in such the Hedging InstrumentAgreement) or (B) any Termination Event “termination event” or similarly defined event (as so defineddefined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an Affected Party “affected party” or similarly defined person (as so defineddefined in the Hedging Agreement) and, in either event, the termination value with respect to any such Hedging Instrument Swap Termination Value owed by the Borrower Credit Parties or such Subsidiary as a result thereof is greater than $100,000,000 and the Borrower fails 3,000,000; provided that this clause (e) shall not apply to pay such termination value when secured Indebtedness that becomes due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than directly as a result of any (x) a casualty or condemnation event or (y) the voluntary sale or other disposition transfer of any the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the terms of such Indebtedness), or (d) any documents providing for such Indebtedness shall be declared to be due and payable or required the extent that such Credit Party’s obligations with respect to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, are extinguished in each case prior to the scheduled maturity thereof (other than as a result of any full upon such sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such timetransfer.

Default on Other Indebtedness. (a) The Borrower or any of its the Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, ; (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, ; (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), ; or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 8.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time.

Default on Other Indebtedness. (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, ; (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, ; (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), ; or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time.

Default on Other Indebtedness. (ai) The Borrower a default shall occur in the payment of any amount when due (subject, except in the case of acceleration, to any applicable grace or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Subsidiary having a principal or stated amount, individually or in the aggregate, in excess of $10,000,000, or a default shall occur in the performance or observation of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (available grace or the equivalent in other currenciescure periods) in the aggregate (but excluding Indebtedness hereunder performance or observance of any obligation or condition with respect to any Indebtedness of any Subsidiary having a principal or stated amount, individually or in the aggregate, in excess of $10,000,000 or (iii) any Indebtedness of any Subsidiary having a principal or stated amount, individually or in the aggregate, in excess of $10,000,000 (other than the Obligations and Hedging InstrumentsAgreements or in connection with a Disposition permitted hereunder) when the same becomes due and payable (whether by scheduled shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (biv) the occurrence there occurs under any Hedging Instrument of Agreement an Early Termination Date “early termination date” or similarly defined event (as defined in such Hedging InstrumentAgreement) resulting from (A) any event of default under such Hedging Instrument Agreement as to which the Borrower or any of its Subsidiaries is the Defaulting Party “defaulting party” or similarly defined person (as defined in such the Hedging InstrumentAgreement) or (B) any Termination Event “termination event” or similarly defined event (as so defineddefined in the Hedging Agreement) under such Hedging Agreement as to which the Borrower or any of its Subsidiaries is an Affected Party “affected party” or similarly defined person (as so defineddefined in the Hedging Agreement) and, in either event, the termination value with respect to any such Hedging Instrument Swap Termination Value owed by the Borrower Credit Parties or such Subsidiary as a result thereof is greater than $100,000,000 and the Borrower fails 10,000,000; provided that this clause (e) shall not apply to pay such termination value when secured Indebtedness that becomes due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than directly as a result of any (x) a casualty or condemnation event or (y) the voluntary sale or other disposition transfer of any the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the terms of such Indebtedness), or (d) any documents providing for such Indebtedness shall be declared to be due and payable or required the extent that such Credit Party’s obligations with respect to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required are extinguished in full upon such sale or transfer; provided, further, that any Event of Default pursuant to be made, in each case prior to the scheduled maturity thereof this clause (other than e) arising solely as a result of any sale a default or other disposition an event of any property or assets default under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time Existing Credit Agreement shall be deemed cured or waived, as applicable, if and to the maximum aggregate amount (giving effect to any netting agreements) that extent such corresponding default or event of default has been cured or waived under the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such timeExisting Credit Agreement.

Default on Other Indebtedness. (ai) The (x) Following the occurrence of an “Event of Default” (as defined in the 2023 Convertible Loan Agreement), the exercise of any rights of acceleration under the 2023 Convertible Loan Agreement in accordance with the terms thereof or (y) a default shall occur in the payment of any amount when due (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, the 2023 Convertible Loan Agreement; provided, this clause (i) shall be inoperative and the Indebtedness under the 2023 Convertible Loan Agreement shall instead be subject to the immediately succeeding clause (ii) if the “Maturity Date” (as defined in the 2023 Convertible Loan Agreement) is extended to a date beyond September 21, 2023, and (ii) with respect to any Indebtedness (other than Indebtedness under the 2023 Convertible Loan Agreement) of the Borrower or any of its Principal the Subsidiaries (and, to the extent clause (i) above becomes inoperative pursuant to the proviso thereto, Indebtedness of the Borrower and Subsidiaries under the 2023 Convertible Loan Agreement), a default shall fail occur in the payment of any amount when due (subject to pay any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any such Indebtedness that is outstanding in having a principal amount of at least $100,000,000 (or the equivalent in other currencies) stated amount, individually or in the aggregate (but excluding Indebtedness hereunder aggregate, in excess of $25,000,000 or a default shall occur in the performance or observance of any obligation or condition with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition default is to cause accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable prior or to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any require such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement)prepaid, redeemed, purchased or defeased, or require an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to its expressed maturity. For the scheduled maturity thereof avoidance of doubt and without limiting the generality of the foregoing clauses (other than as a result of any sale or other disposition of any property or assets under i) and (ii), the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings foregoing shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect apply to any netting agreements) that the Borrower early payment requirement or unwinding or termination with respect to any Principal Subsidiary would be required to pay if such instrument were terminated at such timePermitted Call Spread Swap Agreement.

Default on Other Indebtedness. (ai) The Borrower A default shall occur in the payment of any amount when due (subject to any applicable grace period or cure period), whether by acceleration or otherwise, of any of its Principal Subsidiaries shall fail to pay principal or stated amount of, or interest or fees on, any Indebtedness that is outstanding in (other than the Obligations) of any Credit Party, or Subsidiary of any Credit Party having a principal amount of at least $100,000,000 (or the equivalent in other currencies) stated amount, individually or in the aggregate (but excluding Indebtedness hereunder aggregate, in excess of $20,000,000, or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure a default shall continue after the applicable grace period, if any, specified occur in the agreement performance or instrument relating to such Indebtedness, (b) the occurrence under observance of any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) obligation or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value condition with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition default is to cause accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable or (iii) an “Event of Default” (as defined in the Convertible Senior Notes) shall have occurred and be continuing under the Convertible Senior Notes if the effect of such Event of Default is to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable or if, as a result of such Event of Default thereunder, the maturity of any Notes (as defined in the Convertible Senior Notes) thereunder has been accelerated, the Commitments (as defined therein) shall have been terminated or the noteholders otherwise shall cause such Indebtedness Notes to become due and payable (or require the conversion of such Convertible Senior Notes) in its entirety prior to its scheduled maturity expressed maturity; provided that clauses (other than as a result of any sale or other disposition of any property or assets under the i) and (ii) shall not apply to (x) Indebtedness which is convertible into Capital Stock and converts to Capital Stock in accordance with its terms of and such Indebtedness), conversion is not prohibited hereunder or (dy) any such Indebtedness shall be declared to be due and payable breach or default that is waived (including in the form of amendment or forbearance) by the required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be madeholders of the applicable item of Indebtedness, in each case either case, prior to the scheduled maturity thereof (other than as a result acceleration of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right Loans pursuant to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time10.02.

Default on Other Indebtedness. (ai) The Borrower A default shall occur in the payment of any amount when due (subject to any applicable grace period or cure period), whether by acceleration or otherwise, of any of its Principal Subsidiaries shall fail to pay principal or stated amount of, or interest or fees on, any Indebtedness that is outstanding in (other than the Obligations or the First Lien Indebtedness) of any Credit Party, or Subsidiary of any Credit Party having a principal amount of at least $100,000,000 (or the equivalent in other currencies) stated amount, individually or in the aggregate (but excluding Indebtedness hereunder aggregate, in excess of $1,500,000, or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure a default shall continue after the applicable grace period, if any, specified occur in the agreement performance or instrument relating to such Indebtedness, (b) the occurrence under observance of any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) obligation or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value condition with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition default is to cause accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness which has been subordinated (whether as to payment or Lien priority) to the Obligations or the Administrative Agent’s Liens or any such Indebtedness shall be required to be or prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity or (iii) an “Event of Default” (as defined in the First Lien Credit Agreement) shall have occurred and be continuing under the First Lien Credit Agreement and as a result of such Event of Default thereunder the maturity of any Loans (as defined in the First Lien Credit Agreement) thereunder has been accelerated, the Commitments (as defined therein) shall have been terminated or the First Lien Agent or First Lien Lenders otherwise shall cause such First Lien Indebtedness to become due and payable (or require any Credit Party to purchase or redeem such First Lien Indebtedness) in its entirety prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such timeexpressed maturity.

Default on Other Indebtedness. (ai) The Borrower or any of its Principal Subsidiaries A default shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) occur in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) payment when the same becomes due and payable (due, whether by scheduled maturityrepayment, required prepayment, acceleration, demand acceleration or otherwise), in respect of any Indebtedness (other than Indebtedness described in Section 9.1.1 and such failure shall continue after the applicable grace period, if any, specified Indebtedness under Swap Agreements described in the agreement clause (ii) hereof) of any Loan Party or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from Subsidiary (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) Cash Management Liabilities or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) andother Material Indebtedness or, in either eventthe case of clause (i)(A) or clause (i)(B), a default shall occur in the termination value performance or observance of any obligation or condition with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition default is to cause either (a) accelerate the maturity of any such Indebtedness or (b) permit the holder or holders of such Indebtedness Indebtedness, or any trustee or agent for such holders, to cause such Indebtedness to become due and payable prior to its scheduled expressed maturity or (ii) there occurs under any Swap Agreement between any Loan Party or any of its Subsidiaries, on the one hand, and a counterparty, on the other than hand, an Early Termination Date (as defined in such Swap Agreement) resulting from (a) any event of default under such Swap Agreement as to which such Loan Party or such Subsidiary thereof is a Defaulting Party (as defined in such Swap Agreement) or (b) any Termination Event (as defined in such Swap Agreement) under such Swap Agreement as to which such Loan Party or such Subsidiary thereof is the Affected Party (as defined in such Swap Agreement) and, in either event, if the counterparty is not a Lender or an Affiliate of a Lender, the Termination Value owed by such Loan Party or such Subsidiary as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other thereof is greater than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time$10,000,000.

Default on Other Indebtedness. (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, ; (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, ; (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), ; or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 8.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time.

Default on Other Indebtedness. (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time.

Default on Other Indebtedness. (ai) The Borrower A default shall occur in the payment of any amount when due (subject to any applicable grace period or cure period), whether by acceleration or otherwise, of any of its Principal Subsidiaries shall fail to pay principal or stated amount of, or interest or fees on, any Indebtedness that is outstanding in (other than the Obligations and other than the First Lien Credit Obligations) of any Credit Party, or Subsidiary of any Credit Party having a principal amount of at least $100,000,000 (or the equivalent in other currencies) stated amount, individually or in the aggregate (but excluding Indebtedness hereunder aggregate, in excess of $23,000,000, or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure a default shall continue after the applicable grace period, if any, specified occur in the agreement performance or instrument relating to such Indebtedness, (b) the occurrence under observance of any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) obligation or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value condition with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition default is to cause accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, or (ii) an “Event of Default” (as defined in the Convertible Senior Notes) shall have occurred and be continuing under the Convertible Senior Notes if the effect of such Event of Default is to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable or if, as a result of such Event of Default thereunder, the maturity of any Notes (as defined in the Convertible Senior Notes) thereunder has been accelerated, the Commitments (as defined therein) shall have been terminated or the noteholders otherwise shall cause such Indebtedness Notes to become due and payable (or require the conversion of such Convertible Senior Notes) in its entirety prior to its scheduled expressed maturity, or (iii) an “Event of Default” shall have occurred under the terms of, and as defined in, any of the First Lien Credit Documents and (A) such “Event of Default” shall consist of the failure to pay all or any portion of such Indebtedness at the stated maturity thereof (including, for the avoidance of doubt, any such failure to pay upon the occurrence of the Maturity Date (as defined in the First Lien Credit Agreement) pursuant to clause (d), (e) or (f) of the definition thereof set forth in the First Lien Credit Agreement) or (B) all or any portion of such Indebtedness shall be accelerated or the commitments thereunder shall be terminated (or the Borrower or any other than Credit Party shall be required to deliver cash collateral in respect thereof) prior to its expressed maturity as a result of any sale or other disposition such “Event of any property or assets under the Default”; provided that clauses (i) and (ii) shall not apply to (x) Indebtedness which is convertible into Capital Stock and converts to Capital Stock in accordance with its terms of and such Indebtedness), conversion is not prohibited hereunder or (dy) any such Indebtedness shall be declared to be due and payable breach or default that is waived (including in the form of amendment or forbearance) by the required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be madeholders of the applicable item of Indebtedness, in each case either case, prior to the scheduled maturity thereof (other than as a result acceleration of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right Loans pursuant to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time10.02.

Default on Other Indebtedness. (ai) The Borrower A default shall occur in the payment of any amount when due (subject to any applicable grace period or cure period), whether by acceleration or otherwise, of any of its Principal Subsidiaries shall fail to pay principal or stated amount of, or interest or fees on, any Indebtedness that is outstanding in (other than the Obligations) of any Credit Party, or Subsidiary of any Credit Party having a principal amount of at least $100,000,000 (or the equivalent in other currencies) stated amount, individually or in the aggregate (but excluding Indebtedness hereunder aggregate, in excess of $15,000,000, or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure a default shall continue after the applicable grace period, if any, specified occur in the agreement performance or instrument relating to such Indebtedness, (b) the occurrence under observance of any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) obligation or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value condition with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition default is to cause accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable or (iii) an “Event of Default” (as defined in the Convertible Senior Notes) shall have occurred and be continuing under the Convertible Senior Notes if the effect of such Event of Default is to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable or if, as a result of such Event of Default thereunder, the maturity of any Notes (as defined in the Convertible Senior Notes) thereunder has been accelerated, the Commitments (as defined therein) shall have been terminated or the noteholders otherwise shall cause such Indebtedness Notes to become due and payable (or require the conversion of such Convertible Senior Notes) in its entirety prior to its scheduled maturity expressed maturity; provided that clauses (other than as a result of any sale or other disposition of any property or assets under the i) and (ii) shall not apply to (x) Indebtedness which is convertible into Capital Stock and converts to Capital Stock in accordance with its terms of and such Indebtedness), conversion is not prohibited hereunder or (dy) any such Indebtedness shall be declared to be due and payable breach or default that is waived (including in the form of amendment or forbearance) by the required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be madeholders of the applicable item of Indebtedness, in each case either case, prior to the scheduled maturity thereof acceleration of Loans pursuant to Section 10.02. (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtednessf); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time.

Default on Other Indebtedness. (ai) The Borrower A default shall occur in the payment of any amount when due (subject to any applicable grace period or cure period), whether by acceleration or otherwise, of any of its Principal Subsidiaries shall fail to pay principal or stated amount of, or interest or fees on, any Indebtedness that is outstanding in (other than the Obligations or First Lien Indebtedness) of any Credit Party, or Subsidiary of any Credit Party having a principal amount of at least $100,000,000 (or the equivalent in other currencies) stated amount, individually or in the aggregate (but excluding Indebtedness hereunder aggregate, in excess of $1,500,000, or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure a default shall continue after the applicable grace period, if any, specified occur in the agreement performance or instrument relating to such Indebtedness, (b) the occurrence under observance of any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) obligation or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value condition with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition default is to cause accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness which has been subordinated (whether as to payment or Lien priority) to the Obligations or the Administrative Agent’s Liens or any such Indebtedness shall be required to be or prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity or (iii) an "Event of Default" (as defined in the First Lien Credit Agreement) shall have occurred and be continuing under the First Lien Credit Agreement and as a result of such Event of Default thereunder the maturity of any Loans (as defined in the First Lien Credit Agreement) thereunder has been accelerated, the Commitments (as defined therein) shall have been terminated or the First Lien Agent or First Lien Lenders otherwise shall cause such First Lien Indebtedness to become due and payable (or require any Credit Party to purchase or redeem such First Lien Indebtedness) in its entirety prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such timeexpressed maturity.

Default on Other Indebtedness. (a) The A default shall occur in the payment of any amount when due (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1) of the Borrower or any of its Principal Borrowing Base Subsidiaries shall fail to pay or any Indebtedness that is outstanding in other Obligor having a principal amount of at least $100,000,000 (or the equivalent in other currencies) stated amount, individually or in the aggregate (but excluding Indebtedness hereunder aggregate, equal to or greater than $10,000,000, or a default shall occur in the performance or observance of any obligation or condition with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition default is to cause accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to accelerate such Indebtedness prior to its scheduled maturity or otherwise cause or declare such Indebtedness to become due and payable prior or to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any require such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement)prepaid, redeemed, purchased or defeased, or require an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to its expressed maturity; or (b) a default shall occur in the scheduled maturity thereof (other than as a result payment of any sale amount when due (subject to any applicable grace period), whether by acceleration or other disposition early termination or otherwise, in respect of any property or assets under the terms Hedging Obligation of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required other Obligor, as applicable, that is individually or in the aggregate equal to pay or greater than $10,000,000, or a default shall occur in the performance or observance of any obligation or condition with respect to such Hedging Agreement if the effect of such instrument were terminated at default is to permit the counterparty to such timeHedging Agreement to terminate such Hedging Agreement or such default shall continue unremedied for any applicable period of time sufficient to permit such counterparty to terminate such Hedging Agreement.

Default on Other Indebtedness. (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time.

Default on Other Indebtedness. (a) The Borrower A default shall occur in the payment of any amount when due (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees (or similar payments) on, any Indebtedness (other than Indebtedness described in Section 8.1.1 or under a Hedging Agreement) of the Parent or any of its Principal Material Subsidiaries shall fail to pay any Indebtedness that is outstanding in having a principal amount of at least $100,000,000 (or the equivalent in other currencies) stated amount, individually or in the aggregate aggregate, in excess of $5,000,000 and any Permitted Additional Indebtedness or Subordinated Debt of the Parent or any of its Material Subsidiaries, or a default shall occur in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable or to require such Indebtedness to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity; or (but excluding Indebtedness hereunder b) an early termination event occurs under any Hedging Agreement resulting from (x) any default as to which the Parent or a Subsidiary is the defaulting party or (y) any termination event (other than, with respect to the Hedging InstrumentsGold Participation Bond, as a result of a voluntary prepayment in full) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument Agreement as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) Parent or (B) any Termination Event (as so defined) as to which the Borrower a Subsidiary is an Affected Party (as so defined) affected party and, in either event, the termination value with respect to any of such Hedging Instrument Agreement owed by the Borrower Parent or such Subsidiary as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time5,000,000.

Default on Other Indebtedness. (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, ; (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, ; (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), ; or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); ) provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 8.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time.

Default on Other Indebtedness. Either (ai) The a default shall occur in the payment of any amount when due (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (including, without limitation, Indebtedness under the First-Lien Facility, but excluding Indebtedness described in Section 8.1.1) of Holdings, either Borrower or any of its Principal their respective Subsidiaries shall fail to pay or any Indebtedness that is outstanding in other Obligor having a principal amount of at least $100,000,000 (or the equivalent in other currencies) stated amount, individually or in the aggregate aggregate, in excess of $5,000,000; or (but excluding Indebtedness hereunder or with respect to ii) a default (other than a default under Section 7.2.4 of the Hedging InstrumentsFirst-Lien Facility) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified occur in the agreement performance or instrument relating to such Indebtedness, (b) observance of any obligation or condition under the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) First-Lien Facility or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after First-Lien Document (other than a default of the applicable grace period, if any, specified type described in such agreement or instrument, clause (i) above) if the effect of such event or condition default is to cause accelerate the maturity (in whole or permit in part) of any Indebtedness outstanding under the First Lien Facility or such default shall continue unremedied for a period of 30 days following the date on which (after giving effect to any applicable grace periods) the holder or holders of such Indebtedness, or any trustee or agent for such holders, would be permitted to cause or declare such Indebtedness to cause such Indebtedness be accelerated or to become due and payable prior to its scheduled maturity expressed maturity; or (other than as a result of any sale or other disposition of any property or assets iii) Indebtedness under the terms of such Indebtedness), or (d) any such Indebtedness First-Lien Facility shall be declared to be accelerated or shall become due and payable prior to its expressed maturity thereof; or (iv) a default shall occur in the performance or observance of any obligation or condition with respect to any other Indebtedness in excess of $5,000,000 if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable or required to require such Indebtedness to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement)prepaid, redeemed, purchased or defeased, or require an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such timeits expressed maturity.

Default on Other Indebtedness. (ai) The Borrower a default shall occur in the payment of any amount when due (subject to any applicable grace or cure period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations and Hedging Agreements) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of the greater of (i) $15,000,000 and (ii) 15% of Pro Forma Consolidated Adjusted EBITDA, or a default shall occur in the performance or observance of any obligation or condition with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (available grace or the equivalent in other currenciescure periods) in the aggregate (but excluding Indebtedness hereunder performance or observance of any obligation or condition with respect to the Hedging Instruments) when the same becomes due and payable any Indebtedness which has been subordinated (whether by scheduled as to payment or Lien priority) to the Obligations or Agent’s Liens having a principal or stated amount, individually or in the aggregate, in excess of the greater of (i) $15,000,000 and (ii) 15% of Pro Forma Consolidated Adjusted EBITDA or any such Indebtedness shall be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, required prepayment(iii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, acceleration, demand individually or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement aggregate, in excess of the greater of (i) $15,000,000 and (ii) 15% of Pro Forma Consolidated Adjusted EBITDA (other than the Obligations and Hedging Agreements or instrument relating in connection with a Disposition permitted hereunder) shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such IndebtednessIndebtedness to be made, prior to its expressed maturity, or (biv) the occurrence there occurs under any Hedging Instrument of Agreement an Early Termination Date “early termination date” or similarly defined event (as defined in such Hedging InstrumentAgreement) resulting from (A) any event of default under such Hedging Instrument Agreement as to which the any Borrower or any of their Subsidiaries is the Defaulting Party “defaulting party” or similarly defined person (as defined in such the Hedging InstrumentAgreement) or (B) any Termination Event “termination event” or similarly defined event (as so defineddefined in the Hedging Agreement) under such Hedging Agreement as to which the any Borrower or any of their Subsidiaries is an Affected Party “affected party” or similarly defined person (as so defineddefined in the Hedging Agreement) and, in either event, the termination value with respect to any such Hedging Instrument Swap Termination Value owed by the Borrower Credit Parties or such Subsidiary as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount greater of the obligations under any such instrument at any time shall be the maximum aggregate amount greater of (giving effect to any netting agreementsi) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time$15,000,000 and (ii) 15% of Pro Forma Consolidated Adjusted EBITDA.

Default on Other Indebtedness. (ai) The Borrower or any of its Principal Subsidiaries A default shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) occur in the aggregate payment of any amount when due (but excluding Indebtedness hereunder or with respect subject to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the any applicable grace period), if anywhether by acceleration or otherwise, specified of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations) of any Loan Party or Subsidiary of any Loan Party having a principal or stated amount, individually or in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) andaggregate, in either eventexcess of $250,000, or a default shall occur in the termination value performance or observance of any obligation or condition with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition default is to cause accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable prior to its scheduled maturity payable, (other than as ii) a result default shall occur (after expiration of any sale available grace or other disposition cure periods) in the performance or observance of any property obligation or assets under condition with respect to any Indebtedness which has been subordinated (whether as to payment or Lien priority) to the terms Obligations or the liens in respect of such Indebtedness)which have been subordinated to the Collateral Agent’s Liens, or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement)prepaid, redeemed, purchased or defeased, or require an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof its expressed maturity, or (other than as a result iii) any Indebtedness of any sale Loan Party or other disposition any Subsidiary of any property Loan Party having a principal or assets stated amount, individually or in the aggregate, in excess of $250,000 shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) a default shall occur in the payment of any amount when due (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness under the terms CDF1 Credit Agreement (and the “Loan Documents” as defined therein), the CDF2 Credit Agreement (and the “Loan Documents” as defined therein) or the KBC Facility Documents, or a default shall occur in the performance or observance of any obligation or condition with respect to any such Indebtedness and the effect of such default referred to in this clause (e)(iv) is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required trustee or agent for such holders, to pay if cause or declare such instrument were terminated at such timeIndebtedness to become immediately due and payable.

Default on Other Indebtedness. (ai) The Borrower or any of its Principal Subsidiaries A Loan Party shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) default in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) payment of any amount when the same becomes due and payable (whether by scheduled maturity, required mandatory prepayment, acceleration, demand or otherwise), and such failure shall continue after the but subject to any applicable grace period), if anywhether by acceleration or otherwise, specified of any principal or stated amount of, or interest or fees on, (x) any Indebtedness under or in respect of the Preferred Equity Investment Agreement, (y) any Indebtedness under or in respect of the Revolving Credit Facility or (z) any other Indebtedness of any Loan Party or Subsidiary of any Loan Party (other than the Obligations) having a principal or stated amount, individually or in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) andaggregate, in either eventexcess of $500,000, or a Loan Party shall default in the termination value performance or observance of any obligation or condition with respect to the Preferred Equity Investment Agreement or any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition default is to cause accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness under the Preferred Equity Investment Agreement or such other Indebtedness to become immediately due and payable prior to its scheduled maturity payable, (other than as a result ii) any Loan Party shall default (after expiration of any sale available grace or other disposition cure periods) in the performance or observance of any property obligation or assets under condition with respect to any Indebtedness which has been subordinated (whether as to payment or Lien priority) to the terms Obligations or the liens in respect of such Indebtedness)which have been subordinated to the Collateral Agent’s Liens, or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement)prepaid, redeemed, purchased or defeased, or require an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof its expressed maturity, or (other than as a result iii) any Indebtedness of any sale Loan Party or other disposition any Subsidiary of any property Loan Party under or assets under in respect of (x) the terms Preferred Equity Investment Agreement or (y) otherwise having a principal or stated amount, individually or in the aggregate, in excess of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings $500,000 shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would otherwise be required to pay if be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such instrument were terminated at such timeIndebtedness to be made, prior to its expressed maturity.

Default on Other Indebtedness. (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, periods or (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), ; or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time.

Default on Other Indebtedness. (ai) The Borrower or any of its Principal Subsidiaries a default shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) occur in the aggregate payment of any amount when due (but excluding Indebtedness hereunder or with respect subject to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the any applicable grace period), if anywhether by acceleration or otherwise, specified of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) andaggregate, in either eventexcess of $2,500,000, or a default shall occur in the termination value performance or observance of any obligation or condition with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition default is to cause accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable prior to its scheduled maturity payable, (other than as ii) a result default shall occur (after expiration of any sale available grace or other disposition cure periods) in the performance or observance of any property obligation or assets under condition with respect to any Indebtedness which has been subordinated (whether as to payment or Lien priority) to the terms of such Indebtedness), Obligations or (d) Agent’s Liens or any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement)prepaid, redeemed, purchased or defeased, or require an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled its expressed maturity thereof or (other than as a result iii) any Indebtedness of any sale Credit Party or other disposition Subsidiary of any property Credit Party having a principal or assets under stated amount, individually or in the terms aggregate, in excess of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings $2,500,000 shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would otherwise be required to pay if be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such instrument were terminated at such timeIndebtedness to be made, prior to its expressed maturity.

Default on Other Indebtedness. (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, periods or (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), ; or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time. (x) Section 7.1.5(a) is amended by deleting the figure “$50,000,000” and substituting therefor the figure “$100,000,000”. (y) Section 7.1.6 is amended by deleting the figure “30” in each place such figure appears and substituting therefor the figure “60”. (z) Section 8.1.1 is amended in full to read as follows:

Default on Other Indebtedness. (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with respect to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment 5156 WEIL:\98779117\5\64945.0060WEIL:\98789202\5\64945.0060 2216363.01 NYCSR03A - MSW triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if such instrument were terminated at such time.

Default on Other Indebtedness. (ai) The Borrower or any of its Principal Subsidiaries a default shall fail to pay any Indebtedness that is outstanding in a principal amount of at least $100,000,000 (or the equivalent in other currencies) occur in the aggregate payment of any amount when due (but excluding Indebtedness hereunder or with respect subject to the Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the any applicable grace period), if anywhether by acceleration or otherwise, specified of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the agreement or instrument relating to such Indebtednessaggregate, in excess of $1,000,000, (bii) a default shall occur in the occurrence under performance or observance of any Hedging Instrument of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) obligation or (B) any Termination Event (as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value condition with respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due after applicable grace periods, Indebtedness described in clause (ci) any other event shall occur or condition shall exist under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event default is to accelerate the maturity of such Indebtedness or condition is to cause or permit the holder or holders of such Indebtedness Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition of any property or assets under the terms of such Indebtedness), or (d) any such Indebtedness shall be declared to be immediately due and payable or required to require such Indebtedness to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by voluntary agreement)prepaid, redeemed, purchased or defeased, or to require an offer to prepay, redeem, purchase or defease such Indebtedness is required to be made, in each case case, prior to its stated maturity, (iii) a default shall occur in the scheduled maturity thereof (other than as a result performance or observance of any sale obligation or other disposition of condition with respect to any property Subordinated Indebtedness or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of Default under this Section 7.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time Indebtedness shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay if be or prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such instrument were terminated at Indebtedness to be made, prior to its stated maturity or (iv) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $1,000,000 shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such timeIndebtedness to be made, prior to its expressed maturity.