Common use of Defaults in Other Agreements or Indebtedness Clause in Contracts

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor (including without limitation Permitted Wind/Solar Transactions) in excess of $15,000,000 30,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement);; or (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic LeaseLease (other than Permitted Wind/Solar Transactions)) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,00030,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under (a) the First Mortgage Indenture or a New Mortgage Indenture, or (b) the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or any Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 30,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend;; or (ii) There shall occur under the NJNG NJR Credit Agreement an “Event of Default” (as such term is defined in the NJNG NJR Credit Agreement);; or (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease, and if they constitute off balance sheet transactions, the First Mortgage Indenture or a New Mortgage Indenture, or Related Not Purchase Agreements under which the Borrower may be obligated) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,00030,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A breach, default or event of default shall occur at any time under the terms of any one or more other agreement agreements involving borrowed money or the extension of credit or any other Indebtedness under which the Borrower or any Loan Party or Subsidiary of any Loan Party the Borrower may be obligated as a borrower or guarantor in an aggregate principal amount (for all such agreements) in excess of $15,000,000 in the aggregate200,000,000, and such breach, default or event of default either (i) consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness such Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transactioncauses, or Synthetic Leasepermits the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with obligations in the aggregate thereunder for which any Loan Party giving of notice if required, such Indebtedness to be demanded or Subsidiary of any Loan Party may to become due or to be obligated in excess of $15,000,000repurchased, and prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such breachIndebtedness to be made, default or event of default consists of the failure prior to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at its stated maturity, or such guarantee to become payable or cash collateral in respect thereof to be demanded and such event or condition remains unremedied or has not been waived (including in the form of an amendment) by acceleration the holder or otherwiseholders of such Indebtedness; provided that this clause (e) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or if transfer of the property or assets securing such breach Indebtedness, or (y) any redemption, repurchase, conversion or settlement with respect to any convertible debt security pursuant to its terms unless such redemption, repurchase, conversion or settlement results from a default permits thereunder or causes an event of the acceleration type that constitutes an Event of Default or (z) any obligation (whether early payment requirement or not such right shall have been waived) unwinding or the termination of with respect to any such currency swap agreement;, interest rate swap, cap, collar or floor agreement or other interest rate currency risk management device; or

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 10,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “"Event of Default” " (as such term is defined in the NJNG Credit Agreement); (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,00010,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (ia) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness or any Derivatives Obligations under which any Loan Party or Subsidiary of any Loan Party (other than Excluded Subsidiaries) may be obligated as a borrower or guarantor in excess of $15,000,000 20,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach default or event of default permits or causes (or with the giving of notice or the passage of time or both would permit or cause) the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iiib) A default or event of default shall occur at any time under the terms of any agreement involving of the Lease Documents or under or with respect to any off balance sheet transaction other Obligations (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations as such term is defined in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,000, Collateral Sharing Agreement) and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness or other obligation thereunder when due (whether at stated maturity, by acceleration or otherwise) or if such breach default or event of default permits or causes (or with the giving of notice or the passage of time or both would permit or cause) the acceleration of any indebtedness or other obligation thereunder (whether or not such right shall have been waived) or the termination of any of the Lease Documents or the termination of any other agreement or instrument evidencing any other Obligations (as such agreementterm is defined in the Collateral Sharing Agreement);

Defaults in Other Agreements or Indebtedness. (ia) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party the Borrower may be obligated as a borrower or guarantor in excess of $15,000,000 10,000,000.00 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend;; or (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iiib) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party the Borrower may be obligated in excess of $15,000,00010,000,000.00, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which the Borrower or any Loan Party or Subsidiary of any Loan Party the Borrower may be obligated as a borrower or guarantor in excess of $15,000,000 5,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend;; or (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which the Borrower or any Loan Party or Subsidiary of any Loan Party the Borrower may be obligated in excess of $15,000,0005,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (ia) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness or any Derivatives Obligations under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 10,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes (or with the giving of notice or the passage of time or both would permit or cause) the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iiib) A default or event of default shall occur at any time under the terms of or with respect to any agreement involving any off balance sheet transaction Obligation (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations as such term is defined in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,000Collateral Sharing Agreement), and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness or other obligation thereunder when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes (or with the giving of notice or the passage of time or both would permit or cause) the acceleration of any indebtedness or other obligation (whether or not such right shall have been waived) or the termination of any other agreement or instrument evidencing any Obligations (as such agreementterm is defined in the Collateral Sharing Agreement);

Defaults in Other Agreements or Indebtedness. (ia) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party Borrower or Subsidiary of any Loan Party Borrower may be obligated as a borrower or guarantor in excess of $15,000,000 25,000,000.00 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness Indebtedness (whether or not and such right shall not have been waived) or the termination of any commitment to lend; lend thereunder, or (b) without limiting the foregoing, there occurs and is continuing any event of default giving rise to a right of acceleration or termination under (i) the Convertible Debt Documents (ii) There shall occur under the NJNG Credit Agreement an “V▇▇▇▇▇ Term Loans, (iii) the 2009 Bonds, (iv) the V▇▇▇▇▇ Bridge Loans, (v) the 2010 Bonds, or (vi) the Specified IDB Obligations, or (c) without limiting the foregoing, the Receivables Facility is terminated prior to maturity as a result of a breach, default, event of default, or Termination Event of Default” (as such term is defined in the NJNG Credit Receivables Purchase Agreement);.” (iiil) A default Section 8.2.5.1 [Application of Proceeds] of the Credit Agreement is hereby amended in its entirety to read as follows: 8.2.5.1 Application of Proceeds. From and after the date on which the Administrative Agent has taken any action pursuant to this Section 8.2, and until all Obligations of the Borrowers have been paid in full, any and all proceeds received by the Administrative Agent from any sale or event other disposition of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transactionCollateral, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party part thereof, or Subsidiary of any Loan Party may be obligated in excess of $15,000,000, and such breach, default or event of default consists on account of the failure exercise of other remedies by the Administrative Agent, shall, subject to pay the Intercreditor Agreement and the Collateral Agency Agreement, be applied as described in Section 6.5 of the Guarantee and Collateral Agreement.” (beyond any period m) Section 8.2.5.2 [Collateral Sharing] of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;Credit Agreement is hereby amended and restated in its entirety to read as follows:

Defaults in Other Agreements or Indebtedness. (ia) A default or event of default shall occur at any time under (i) the First Mortgage Indenture or a New Mortgage Indenture, or (ii) the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or any Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 30,000,000.00 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend;; or (iib) There shall occur under the NJNG NJR Credit Agreement an “Event of Default” (as such term is defined in the NJNG NJR Credit Agreement);; or (iiic) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease, and if they constitute off balance sheet transactions, the First Mortgage Indenture or a New Mortgage Indenture, or Related Not Purchase Agreements under which the Borrower may be obligated) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,00030,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A If a breach, default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 5,000,000 in the aggregate, aggregate and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not,) any indebtedness Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) Indebtedness or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iii) A default or event of ; provided, however, that no default shall occur at exist under this Section 8.1.5 if any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,000, and such breach, default or event of default consists described herein is waived in a manner that fully cures or eliminates such breach, default or event of default, except that if (i) such waiver is with respect to a breach, default or event of default arising under the agreement in question which is the result of (A) the failure by the Borrower or any Loan Party to pay (beyond 1) make any period payments of grace permitted principal or interest under such agreement when due thereunder or (2) comply with respect thereto, whether waived any financial covenants set forth in such agreement or not(B) any obligation when due representation or warranty made by the Borrower or any Loan Party in such agreement proving to be false or misleading in any material respect at the time such representation or warranty was made or deemed made, or (whether at stated maturityii) the Indebtedness under such agreement actually is accelerated as a result of such breach, by acceleration default or otherwise) event of default, then a default shall exist under this Section 8.1.5, notwithstanding any waiver described herein or if such breach or default permits or causes the acceleration rescission of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;acceleration.

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor (including without limitation sale/leaseback transactions, Synthetic Leases or other similar tax equity financing arrangement entered, in any case, with respect to meter assets or solar or wind facilities) in excess of $15,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “"Event of Default” " (as such term is defined in the NJNG Credit Agreement);; or (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic LeaseLease (other than any sale/leaseback transaction, Synthetic Lease or other similar tax equity financing arrangement entered into, in any case, with respect to meter assets or solar or wind facilities and which transaction is otherwise permitted by this Agreement)) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (ia) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party the Borrower may be obligated as a borrower or guarantor in excess of $15,000,000 15,000,000.00 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend;; or (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iiib) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party the Borrower may be obligated in excess of $15,000,00015,000,000.00, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under (a) the First Mortgage Indenture or a New Mortgage Indenture, or (b) the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or any Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 30,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend;; or (ii) There shall occur under the NJNG NJR Credit Agreement an “Event of Default” (as such term is defined in the NJNG NJR Credit Agreement);; or (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease, and if they constitute off balance sheet transactions, the First Mortgage Indenture or a New Mortgage Indenture, or Related Not Purchase Agreements under which the Borrower may be obligated) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,00030,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor (including without limitation Permitted Wind/Solar Transactions) in excess of $15,000,000 30,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under either the NJNG Credit Agreement or the NJR Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement or NJR Credit Agreement, as applicable);; or (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic LeaseLease (other than Permitted Wind/Solar Transactions)) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,00030,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement or the NJR Revolving Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement or the NJR Revolving Credit Agreement, respectively); (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic LeaseLease (other than any sale/leaseback transaction, Synthetic Lease or other similar tax equity financing arrangement entered into, in any case, with respect to meter assets or solar or wind facilities and which transaction is otherwise permitted by this Agreement)) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (ia) A default or event of default shall occur at any time under (i) the First Mortgage Indenture or a New Mortgage Indenture, or Related Note Purchase Agreements, under which the Borrower may be obligated as a borrower or guarantor in excess of $30,000,000.00 in the aggregate, or (ii) the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness (including without limitation any Other Lender Provided Financial Service Product) under which any Loan Party or Subsidiary of any Loan Party the Borrower may be obligated as a borrower or guarantor in excess of $15,000,000 30,000,000.00 in the aggregate, and in each such case such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend;; or (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iiib) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease, and, if they constitute off balance sheet transactions, the First Mortgage Indenture or a New Mortgage Indenture, or Related Note Purchase Agreements, under which the Borrower may be obligated as a borrower or guarantor in excess of $30,000,000.00 in the aggregate) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party the Borrower may be obligated in excess of $15,000,00030,000,000.00, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any PRN1 883012 85 obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A breach, default or event of default shall occur at any time under the terms of any one or more other agreement agreements involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or any Subsidiary of any Loan Party may be obligated as a borrower or guarantor in an aggregate principal amount (for all such agreements) in excess of the greater of (i) $15,000,000 in the aggregate250,000,000 and (ii) 7.50% of Consolidated Total Assets, and such breach, default or event of default either (i) consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness such Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transactioncauses, or Synthetic Leasepermits the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with obligations in the aggregate thereunder for which any Loan Party giving of notice if required, such Indebtedness to be demanded or Subsidiary of any Loan Party may to become due or to be obligated in excess of $15,000,000repurchased, and prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such breachIndebtedness to be made, default or event of default consists of the failure prior to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at its stated maturity, or such guarantee to become payable or cash collateral in respect thereof to be demanded and such event or condition remains unremedied or has not been waived (including in the form of an amendment) by acceleration the holder or otherwiseholders of such Indebtedness; provided that this clause (e) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or if transfer of the property or assets securing such breach Indebtedness, or (y) any redemption, repurchase, conversion or settlement with respect to any convertible debt security pursuant to its terms unless such redemption, repurchase, conversion or settlement results from a default permits thereunder or causes an event of the acceleration type that constitutes an Event of Default or (z) any obligation (whether early payment requirement or not such right shall have been waived) unwinding or the termination of with respect to any such currency swap agreement;, interest rate swap, cap, collar or floor agreement or other interest rate currency risk management device; or

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 5,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG that certain Credit Agreement dated as of December 23, 2002, among New Jersey Natural Gas, as the borrower, Bank of Tokyo-Mitsubishi Trust Company and JPMorgan Chase Bank, each as syndication agent, Fleet National Bank and SunTrust Bank, each as documentation agent, Bank One NA, Citizens Bank of Massachusetts and The Bank of New York, each as co-agent, and PNC Bank, National Association, as the administrative agent, and the lenders party thereto an “"Event of Default” " (as such term is defined in the NJNG such Credit Agreement); (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,0005,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (ia) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness or any Derivatives Obligations under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 20,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach default or event of default permits or causes (or with the giving of notice or the passage of time or both would permit or cause) the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iiib) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in respect to the aggregate thereunder for which any Loan Party AWR Senior Notes Indenture or Subsidiary of any Loan Party may be obligated in excess of $15,000,000the AWR Senior Notes, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness or other obligation thereunder when due (whether at stated maturity, by acceleration or otherwise) or if such breach default or event of default permits or causes (or with the giving of notice or the passage of time or both would permit or cause) the acceleration of any indebtedness or other obligation (whether or not such right shall have been waived) or the termination of any such agreementcommitment to lend;

Defaults in Other Agreements or Indebtedness. (i) A If a breach, default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party Consolidated TEC Group Entity may be obligated as a borrower or guarantor in excess of $15,000,000 5,000,000 in the aggregate, aggregate and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) Indebtedness or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iii) A default or event of ; provided, however, that no default shall occur at exist under this Section 9.1.5 if any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,000, and such breach, default or event of default consists described herein is waived in a manner that fully cures or eliminates such breach, default or event of default except that if (i) such waiver is with respect to a breach, default or event of default arising under the agreement in question which is the result of (A) the failure by a Consolidated TEC Group Entity to pay (beyond 1) make any period payments of grace permitted principal or interest under such agreement when due thereunder or (2) comply with respect thereto, whether waived any financial covenants set forth in such agreement or not(B) any obligation when due representation or warranty made by a Consolidated TEC Group Entity in such agreement proving to be false or misleading in any material respect at the time such representation or warranty was made or deemed made, or (whether at stated maturityii) the Indebtedness under such agreement actually is accelerated as a result of such breach, by acceleration default or otherwise) event of default, then a default shall exist under this Section 9.1.5, notwithstanding any waiver described herein or if such breach or default permits or causes the acceleration rescission of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;acceleration.

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor (including without limitation Permitted Wind/Solar Transactions) in excess of $15,000,000 30,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the Existing Revolving Credit Agreement or the NJNG Credit Agreement an “"Event of Default” " (as such term is defined in the Existing Revolving Credit Agreement or the NJNG Credit Agreement, as applicable);; or (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic LeaseLease (other than Permitted Wind/Solar Transactions)) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,00030,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which Borrower or any Loan Party or Subsidiary of any Loan Party Borrower may be obligated as a borrower or guarantor in excess of $15,000,000 5,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur (a) under the NJNG Credit Agreement an “"Event of Default” " (as such term is defined in the NJNG Credit Agreement) or (b) under the Existing Facility, an "Event of Default" (as such term is defined in the Existing Facility); (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party Borrower or any Subsidiary of any Loan Party Borrower may be obligated in excess of $15,000,0005,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 5,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,0005,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor (including without limitation Permitted Wind/Solar Transactions) in excess of $15,000,000 30,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement or the Existing Revolving Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreementeach such agreement);; or (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic LeaseLease (other than Permitted Wind/Solar Transactions)) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,00030,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor (including without limitation sale/leaseback transactions, Synthetic Leases or other similar tax equity financing arrangement entered, in any case, with respect to meter assets or solar or wind facilities) in excess of $15,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement or the NJR Revolving Credit Agreement an “"Event of Default” " (as such term is defined in the NJNG Credit Agreement or the NJR Revolving Credit Agreement, respectively);; or (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic LeaseLease (other than any sale/leaseback transaction, Synthetic Lease or other similar tax equity financing arrangement entered into, in any case, with respect to meter assets or solar or wind facilities and which transaction is otherwise permitted by this Agreement)) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default enables or permits (with all applicable grace periods in respect of such event or condition under the documents representing such Indebtedness having expired) or causes the acceleration of any indebtedness Indebtedness; provided that this Section 9.1.6 shall not apply to (whether i) secured Indebtedness that becomes due as a result of the voluntary sale or not transfer of the property or assets securing such right shall have been waived) or the termination of any commitment to lend; Indebtedness, (ii) There shall occur under any right of any holder of Convertible Debt to convert such Convertible Debt to Capital Stock (other than Disqualified Equity Interests), cash or a combination of Capital Stock (other than Disqualified Equity Interests) and cash in accordance with the NJNG Credit Agreement an “Event terms of Default” (as such term is defined in the NJNG Credit Agreement); Convertible Debt; (iii) A default any actual conversion of Convertible Debt to Capital Stock (other than Disqualified Equity Interests), cash or event a combination of default shall occur at any time under Capital Stock (other than Disqualified Equity Interests) and cash in accordance with the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated in excess of $15,000,000such Convertible Debt, and such breach, default or event of default consists (iv) any optional right of the failure issuer of Convertible Debt to pay (beyond any period of grace permitted with respect thereto, whether waived repurchase such Convertible Debt or not) any obligation when due (whether at stated maturity, by acceleration call such Convertible Debt for redemption to the extent that such repurchase or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or redemption shall not such right shall have been waived) or the termination of any such agreementviolate Section 8.2.5 [Dividends and Related Distributions];

Defaults in Other Agreements or Indebtedness. (ia) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness (including without limitation any Other Lender Provided Financial Service Product) under which any Loan Party or Subsidiary of any Loan Party the Borrower may be obligated as a borrower or guarantor in excess of $15,000,000 15,000,000.00 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend;; or (ii) There shall occur under the NJNG Credit Agreement an “Event of Default” (as such term is defined in the NJNG Credit Agreement); (iiib) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic Lease) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party the Borrower may be obligated in excess of $15,000,00015,000,000.00, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;

Defaults in Other Agreements or Indebtedness. (i) A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor (including without limitation Permitted Wind/Solar Transactions) in excess of $15,000,000 30,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend; (ii) There shall occur under the NJNG Credit Agreement an “"Event of Default” " (as such term is defined in the NJNG Credit Agreement);; or (iii) A default or event of default shall occur at any time under the terms of any agreement involving any off balance sheet transaction (including any asset securitization, sale/leaseback transaction, or Synthetic LeaseLease (other than Permitted Wind/Solar Transactions)) with obligations in the aggregate thereunder for which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $15,000,00030,000,000, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any obligation when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any obligation (whether or not such right shall have been waived) or the termination of any such agreement;